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1. Parties: Details of buyer and seller, including registered addresses and company numbers
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and what is being purchased
5. Completion: Details of when and how the sale will complete
6. Warranties: Seller's assurances about the business
7. Indemnities: Protection against specific identified risks
1. Employee Provisions: TUPE implications and employee transfer terms - use when employees are being transferred
2. Property Provisions: Transfer of property rights and leases - use when real estate is involved
3. Intellectual Property: Transfer of IP rights - use when significant IP assets exist
4. Non-Compete Provisions: Restrictions on seller's future activities - use when protecting goodwill is crucial
1. Asset Register: Detailed list of assets being transferred
2. Property Schedule: Details of all properties owned or leased
3. Employee Information: List of employees and their terms
4. Intellectual Property Schedule: Details of all IP rights
5. Warranties Schedule: Detailed warranties given by seller
6. Completion Requirements: List of documents required at completion
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