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The Asset Sale and Purchase Agreement is a crucial document used in Nigerian business transactions when one party wishes to acquire specific assets from another party without purchasing the entire business entity. This agreement is particularly relevant under Nigerian law where careful consideration must be given to various regulatory requirements, including those under the Companies and Allied Matters Act 2020, tax legislation, and sector-specific regulations. The document serves as a comprehensive record of the transaction, detailing everything from asset identification and valuation to completion mechanics and post-sale obligations. It includes necessary provisions for compliance with Nigerian corporate law, tax requirements, and where applicable, requirements of regulatory bodies such as the Corporate Affairs Commission and the Nigerian Investment Promotion Commission. The agreement is structured to protect both parties' interests while ensuring the transaction meets all legal and regulatory requirements under Nigerian law.

1. Parties: Identifies and provides details of the seller and purchaser

2. Background: Sets out the context of the transaction and brief description of the assets being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Sale and Purchase: Core transaction terms including the assets being sold and purchase price

5. Purchase Price and Payment: Details of the consideration, payment terms, and any adjustments

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of when, where and how completion will take place

9. Seller's Warranties: Warranties given by the seller regarding the assets and their business

10. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to enter into the agreement

11. Limitations on Liability: Limitations on the seller's liability under the warranties and indemnities

12. Tax Matters: Tax-related provisions, including responsibility for various taxes

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Restrictions and requirements for public announcements about the transaction

15. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

16. Notices: Process for giving formal notices under the agreement

17. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes

18. General Provisions: Standard boilerplate provisions including entire agreement, variations, etc.