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Unconditional Sale And Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

Unconditional Sale And Purchase Agreement

"I need an Unconditional Sale and Purchase Agreement for the acquisition of a small manufacturing business in Melbourne, including all equipment and IP rights, with completion scheduled for March 15, 2025, and a purchase price of AUD 2.5 million."

Document background
The Unconditional Sale and Purchase Agreement is a crucial commercial document used in Australian business transactions where parties wish to effect an immediate and definitive transfer of assets or property. Unlike conditional agreements, this document creates binding obligations without subject-to clauses or conditions precedent that could prevent the sale from proceeding. It is commonly used in situations where due diligence has been completed, financing is secured, and both parties are ready to proceed with the transaction without further contingencies. The agreement must comply with relevant Australian federal and state legislation, including the Competition and Consumer Act 2010 (Cth) and applicable state-based property laws. It typically includes comprehensive provisions covering purchase price, payment mechanisms, warranties, risk transfer, and completion procedures, making it suitable for both straightforward and complex commercial transactions.
Suggested Sections

1. Parties: Identification and details of the seller and purchaser, including ABN/ACN for companies

2. Background: Context of the sale and brief description of the subject matter being sold

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Sale and Purchase: Core agreement to sell and purchase, including the purchase price

5. Payment Terms: Details of how and when the purchase price will be paid

6. Completion: Requirements and process for completion of the sale

7. Seller's Obligations: Specific obligations of the seller including delivery and transfer of title

8. Purchaser's Obligations: Specific obligations of the purchaser including payment and acceptance

9. Warranties and Representations: Standard warranties given by both parties

10. Risk and Title: When risk and title pass from seller to purchaser

11. Default and Termination: Consequences of default and termination rights

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

13. General Provisions: Standard boilerplate provisions including governing law, entire agreement, etc

14. Execution: Execution blocks for parties to sign

Optional Sections

1. GST: Required if the sale is subject to GST

2. Conditions Precedent: While this is an unconditional agreement, may be needed for regulatory requirements like FIRB approval

3. Intellectual Property: Required if the sale includes any IP rights

4. Employees: Required if the sale involves transfer of employees

5. Confidentiality: Required for sales involving sensitive commercial information

6. Post-Completion Obligations: Required if there are ongoing obligations after completion

7. Third Party Consents: Required if any third party approvals are needed

8. Tax Indemnities: Required for complex transactions with specific tax implications

9. Transitional Services: Required if seller will provide services post-completion

Suggested Schedules

1. Asset Schedule: Detailed description of assets being sold

2. Purchase Price Allocation: Breakdown of purchase price across different assets if applicable

3. Form of Transfer Documents: Pro forma transfer documents to be executed at completion

4. Warranties: Detailed warranties given by the seller

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

6. Permitted Encumbrances: List of permitted encumbrances on the assets

7. Handover Items: List of items to be handed over at completion

8. Due Diligence Results: Summary of due diligence findings if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Technology

Agriculture

Mining

Professional Services

Healthcare

Construction

Transport and Logistics

Hospitality

Education

Financial Services

Energy

Telecommunications

Relevant Teams

Legal

Finance

Commercial

Operations

Procurement

Risk and Compliance

Business Development

Corporate Affairs

Property

Asset Management

Sales

Executive Leadership

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Commercial Director

Business Development Manager

Property Manager

Asset Manager

Contract Manager

Procurement Manager

Company Secretary

Finance Manager

Operations Manager

Risk Manager

Compliance Officer

Corporate Lawyer

Transaction Manager

Sales Director

Managing 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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