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1. Parties: Identifies and defines the Seller, Buyer, and any guarantors involved in the transaction
2. Background: Outlines the context of the sale and financing arrangement, including brief description of the business being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details the assets/shares being sold and the agreed purchase price
5. Financing Terms: Specifies the amount being financed, interest rate, payment schedule, and term of the loan
6. Security Arrangements: Describes the security being provided for the financing, including charges over assets or personal guarantees
7. Conditions Precedent: Lists conditions that must be satisfied before the agreement becomes effective
8. Representations and Warranties: States the promises and assurances made by both parties
9. Buyer's Covenants: Details the ongoing obligations of the buyer, including business operation requirements and financial reporting
10. Default and Enforcement: Specifies what constitutes default and the seller's enforcement rights
11. General Provisions: Includes standard clauses such as notices, amendments, governing law, and dispute resolution
1. Key Performance Requirements: Used when the financing terms are linked to business performance metrics or earnout provisions
2. Environmental Compliance: Required for businesses with significant environmental impact or compliance requirements
3. Intellectual Property Protection: Included when the business sale involves significant IP assets
4. Employee Matters: Necessary when specific employee retention or transition arrangements are part of the sale
5. Non-Competition Provisions: Added when restrictions on the seller's future business activities are required
6. Third-Party Consents: Included when the sale requires specific third-party approvals or notifications
7. Tax Matters: Required when specific tax arrangements or allocations need to be addressed
8. Transition Services: Used when the seller will provide post-sale support or services
1. Schedule 1 - Business Assets: Detailed inventory of all assets included in the sale
2. Schedule 2 - Payment Schedule: Detailed amortization schedule showing payment dates, amounts, and interest calculations
3. Schedule 3 - Security Details: Comprehensive description of all security arrangements and collateral
4. Schedule 4 - Excluded Assets: List of assets specifically excluded from the sale and security arrangements
5. Schedule 5 - Key Contracts: List of important business contracts being transferred
6. Schedule 6 - Intellectual Property: Detailed list of IP assets included in the sale
7. Appendix A - Financial Statements: Recent financial statements of the business
8. Appendix B - Due Diligence Documents: Key due diligence documents and certificates
9. Appendix C - Form of Security Documents: Templates of required security documentation
Retail
Manufacturing
Professional Services
Hospitality
Construction
Technology
Healthcare
Transport and Logistics
Agriculture
Real Estate
Education and Training
Automotive
Legal
Finance
Corporate Development
Risk and Compliance
Business Advisory
Mergers & Acquisitions
Commercial Operations
Credit Management
Strategy
Business Owner
CEO
Managing Director
Chief Financial Officer
Commercial Lawyer
Business Broker
Finance Director
Corporate Counsel
Business Development Manager
Risk Manager
Compliance Officer
Financial Controller
Investment Manager
Business Advisory Manager
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