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Absolute Agreement Of Sale Template for Australia

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Key Requirements PROMPT example:

Absolute Agreement Of Sale

"I need an Absolute Agreement of Sale for my manufacturing company's acquisition of industrial equipment and associated IP rights from a Melbourne-based supplier, with completion scheduled for March 15, 2025, including specific provisions for employee training and maintenance support."

Document background
The Absolute Agreement of Sale is a fundamental commercial document used in Australian business transactions where a complete and unconditional transfer of ownership is required. This agreement type is particularly crucial when parties need to document a definitive sale with no contingencies or conditions subsequent to completion. The document encompasses all essential elements required under Australian law, including clear identification of the parties, detailed description of the sale assets, purchase price, payment mechanisms, and completion procedures. It is designed to comply with relevant federal and state legislation, including the Australian Consumer Law, state-based Sale of Goods Acts, and applicable property transfer regulations. The agreement provides comprehensive protection for both parties by clearly defining their rights and obligations, warranties, and remedies in case of breach.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including full legal names, ABNs/ACNs, and registered addresses

2. Background: Provides context for the agreement and outlines the intention of the parties to enter into the sale transaction

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

4. Sale and Purchase: Details the core agreement to sell and purchase, including clear identification of the subject matter

5. Purchase Price: Specifies the agreed purchase price, payment terms, and payment method

6. Completion: Outlines the completion (settlement) process, timing, and requirements

7. Seller's Obligations: Lists all obligations of the seller before, during, and after completion

8. Buyer's Obligations: Lists all obligations of the buyer before, during, and after completion

9. Warranties and Representations: Details warranties and representations made by both parties

10. Risk and Title: Specifies when risk and title pass from seller to buyer

11. Default and Termination: Outlines consequences of default and circumstances for termination

12. Notices: Specifies how formal notices under the agreement must be given

13. General Provisions: Contains standard boilerplate clauses including governing law, entire agreement, and amendment provisions

14. Execution: Formal execution block for signing by all parties

Optional Sections

1. GST: Required when the sale is subject to GST, detailing GST treatment and obligations

2. Conditions Precedent: Include when completion is subject to specific conditions being met

3. Due Diligence: Include when the buyer has rights to conduct investigations before completion

4. Intellectual Property: Required when the sale includes transfer of intellectual property rights

5. Confidentiality: Include when parties need to maintain confidentiality about the transaction or shared information

6. Employee Matters: Required when the sale involves transfer of employees or employee-related obligations

7. Third Party Consents: Include when the sale requires consents from third parties

8. Post-Completion Obligations: Include when there are specific obligations that continue after completion

9. Restraint of Trade: Include when the seller needs to be restrained from competing post-sale

Suggested Schedules

1. Schedule 1 - Asset Schedule: Detailed list and description of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across different asset categories

4. Schedule 4 - Encumbrances: List of any encumbrances affecting the sale assets

5. Schedule 5 - Contracts: List of contracts being transferred as part of the sale

6. Schedule 6 - Completion Checklist: Detailed list of items required for completion

7. Appendix A - Form of Transfer Documents: Pro forma transfer documents required for completion

8. Appendix B - Seller's Warranties: Detailed warranties provided by the seller

9. Appendix C - Required Consents: List of third-party consents required for the sale

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses






































Relevant Industries

Real Estate

Manufacturing

Retail

Professional Services

Technology

Agriculture

Mining

Healthcare

Hospitality

Construction

Transport and Logistics

Education

Financial Services

Relevant Teams

Legal

Finance

Commercial

Operations

Risk and Compliance

Procurement

Business Development

Corporate Affairs

Property Management

Sales

Executive Leadership

Relevant Roles

Chief Executive Officer

Managing Director

Commercial Director

Legal Counsel

Corporate Lawyer

Contract Manager

Business Development Manager

Chief Financial Officer

Finance Manager

Operations Manager

Company Secretary

Risk Manager

Compliance Officer

Property Manager

Asset Manager

Procurement Manager

Sales Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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