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Outright Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

Outright Purchase Agreement

"I need an Outright Purchase Agreement under Australian law for the acquisition of manufacturing equipment valued at $2.5M, with completion scheduled for March 2025 and including provisions for technical training and temporary maintenance support from the seller."

Document background
The Outright Purchase Agreement is a fundamental commercial contract used in Australian business transactions for the definitive transfer of ownership of assets. This document is essential when parties wish to execute a complete and final sale of assets, whether tangible or intangible, in a single transaction. It is particularly useful for businesses engaged in asset acquisitions, equipment purchases, or property transactions where a clean transfer of ownership is required. The agreement must comply with Australian federal and state legislation, including the Competition and Consumer Act 2010, relevant Sale of Goods Acts, and applicable property transfer laws. It typically includes comprehensive provisions covering asset description, purchase price, payment mechanisms, warranties, risk transfer, and completion procedures. The document is designed to provide certainty and clarity in commercial transactions while protecting both parties' interests under Australian law.
Suggested Sections

1. Parties: Identifies and provides full legal details of the buyer and seller

2. Background: Provides context for the purchase and briefly describes the asset(s) being sold

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core provision establishing the seller's agreement to sell and the buyer's agreement to purchase the specified assets

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

6. Completion: Details the completion (closing) process, including timing, location, and actions required

7. Seller's Warranties: Standard warranties regarding ownership, condition, and legal status of the assets

8. Asset Condition and Inspection: Describes the condition of assets and any inspection rights

9. Title and Risk: Specifies when title and risk in the assets pass to the buyer

10. GST: Addresses GST treatment of the purchase

11. Confidentiality: Obligations regarding confidential information

12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Security Interest: Required when there are existing security interests to be discharged or new security interests to be created

2. Intellectual Property: Needed when the purchase includes IP rights or licenses

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

4. Third Party Consents: Include when the transfer requires consents from third parties

5. Environmental Matters: Necessary for purchases involving land or assets with environmental implications

6. Transitional Services: Include when the seller needs to provide temporary support services post-completion

7. Tax Indemnity: Required for complex transactions with specific tax implications

8. Anti-money Laundering Compliance: Include for high-value transactions or when required by regulatory compliance

Suggested Schedules

1. Asset Schedule: Detailed description and/or list of assets being purchased

2. Purchase Price Calculation: Breakdown of purchase price components and calculations if complex

3. Form of Transfer Documents: Templates of documents required to effect the transfer

4. Encumbrances: List of existing encumbrances affecting the assets

5. Due Diligence Results: Summary of due diligence findings and any identified issues

6. Completion Checklist: List of actions and documents required for completion

7. Required Consents: List of third-party consents required for the transfer

8. Technical Specifications: Detailed technical information about the assets (if relevant)

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


































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Relevant Industries

Manufacturing

Real Estate

Technology

Industrial

Retail

Mining

Agriculture

Construction

Automotive

Energy

Telecommunications

Healthcare

Education

Professional Services

Transport and Logistics

Relevant Teams

Legal

Procurement

Finance

Commercial

Operations

Risk and Compliance

Business Development

Asset Management

Corporate Development

Supply Chain

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Procurement Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Manager

Asset Manager

Finance Manager

Risk Manager

Compliance Officer

Corporate Lawyer

Property Manager

Facilities Manager

Supply Chain Manager

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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