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1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and company details if applicable
2. Background: Sets out the context of the agreement and brief description of the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists any conditions that must be met before the sale becomes binding
7. Completion: Details of the completion process, including timing, location, and requirements
8. Warranties and Representations: Statements of fact and promises made by the seller regarding the subject of sale
9. Liability and Indemnities: Allocation of risks and responsibilities between parties
10. Confidentiality: Obligations regarding confidential information
11. Dispute Resolution: Process for resolving any disputes that may arise
12. General Provisions: Standard contractual provisions including notices, amendments, governing law, etc.
1. Due Diligence: Detailed provisions for buyer's investigation rights - used when the buyer requires a due diligence period
2. Intellectual Property: Provisions dealing with IP transfer - used when the sale includes intellectual property
3. Employee Matters: Provisions regarding staff transfers - used when the sale includes transfer of employees
4. Real Property: Specific provisions for real estate - used when the sale includes land or buildings
5. Post-Completion Obligations: Ongoing obligations after completion - used when there are continuing obligations
6. Non-Competition: Restrictions on seller's future business activities - used to protect the buyer's interests
7. Transitional Services: Provisions for post-sale support - used when seller will provide ongoing services
8. GST: Detailed GST provisions - used when the transaction has specific GST implications
1. Schedule 1: Asset List: Detailed inventory of all assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Warranties: Detailed warranties given by the seller
4. Schedule 4: Encumbrances: List of any existing charges, mortgages, or other encumbrances
5. Schedule 5: Contracts: List of contracts being transferred as part of the sale
6. Schedule 6: Completion Obligations: Detailed list of actions required at completion
7. Appendix A: Form of Transfer Documents: Templates for any required transfer documentation
8. Appendix B: Due Diligence Results: Summary of due diligence findings and any identified issues
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Mergers & Acquisitions
Risk and Compliance
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