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The Unconditional Sale and Purchase Agreement is a fundamental commercial document used in Nigerian business transactions where parties wish to effect an immediate and definitive transfer of assets or property. This document is particularly suitable for straightforward sales transactions where neither party requires conditions precedent to be satisfied before completion. It incorporates essential elements required under Nigerian law, including clear identification of parties, precise description of assets, definitive payment terms, and comprehensive warranties. The agreement ensures compliance with relevant Nigerian legislation such as the Contract Law, Sale of Goods Act, and where applicable, the Land Use Act and Stamp Duties Act. It's commonly used in various sectors from real estate to business assets, providing a clear framework for uncomplicated sales transactions where both parties are ready to proceed directly to completion.

1. Parties: Identification of the seller and buyer with full legal names and addresses

2. Background: Brief context of the transaction and identification of the asset(s) being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core obligation to sell and purchase the asset(s), including specification of what is being sold

5. Purchase Price: Specification of the purchase price and payment terms

6. Completion: Details of when, where and how completion will take place, including completion obligations

7. Seller's Representations and Warranties: Warranties regarding ownership, authority to sell, condition of assets, and absence of encumbrances

8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and ability to pay

9. Title and Risk: Provisions regarding passing of title and risk in the assets

10. Tax Matters: Allocation of responsibility for taxes arising from the transaction

11. Confidentiality: Obligations regarding confidentiality of the transaction and related information

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

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability