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1. Parties: Identifies and provides full details of the seller and purchaser
2. Background: Explains the context of the sale and confirms seller's ownership of the property/goods
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the basic agreement to sell and purchase, including the specific items being sold
5. Purchase Price and Payment: Specifies the purchase price and payment terms, including deposit and balance payment arrangements
6. As Is Condition: Explicitly states that the property/goods are sold 'as is' and details the implications
7. Disclaimers and Acknowledgments: Contains specific disclaimers regarding the condition of the property/goods and buyer's acknowledgment of the as-is nature
8. Inspection and Due Diligence: Confirms buyer's right to inspect and their satisfaction with the inspection
9. Completion: Details the completion process, including timing and logistics of transfer
10. Risk and Title: Specifies when risk and title pass to the buyer
11. Representations and Warranties: Limited warranties from seller about ownership and authority to sell
12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Condition Precedents: Used when completion is subject to certain conditions being met
2. Intellectual Property: Required when the sale includes any intellectual property rights
3. Confidentiality: Important when sensitive information is involved in the transaction
4. Tax Provisions: Needed when there are specific tax implications to be addressed
5. Environmental Matters: Required for sales involving property or equipment with potential environmental impacts
6. Employee Matters: Relevant when the sale involves transfer of employees or employee-related assets
7. Insurance: Used when specific insurance arrangements need to be addressed
8. Post-Completion Obligations: Required when parties have continuing obligations after completion
1. Schedule 1 - Asset Description: Detailed description of all assets being sold
2. Schedule 2 - Known Defects: List of known defects or issues with the assets (if any)
3. Schedule 3 - Payment Schedule: Detailed payment terms and installment schedule if applicable
4. Schedule 4 - Form of Transfer Documents: Ƶ of any required transfer documentation
5. Schedule 5 - Inspection Report: Results of any pre-purchase inspections conducted
6. Appendix A - Photographs: Visual documentation of the asset's condition at time of sale
7. Appendix B - Technical Specifications: Technical details and specifications of the assets being sold
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