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1. Parties: Identifies and provides full legal details of the vendor and purchaser
2. Background: Sets out the context of the sale and brief description of the business
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business and its assets
5. Purchase Price: Specifies the total consideration and payment terms
6. Conditions Precedent: Lists any conditions that must be satisfied before completion
7. Pre-Completion Obligations: Vendor's obligations in running the business before completion
8. Completion: Details of the completion process, timing, and requirements
9. Assets: Specifies the assets included and excluded from the sale
10. Vendor Warranties: Warranties given by the vendor about the business
11. Purchaser Warranties: Basic warranties given by the purchaser
12. Restraint of Trade: Post-completion competitive restrictions on the vendor
13. Confidentiality: Obligations regarding confidential information
14. GST: GST treatment of the transaction
15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Employee Provisions: Required when employees are being transferred to the purchaser
2. Lease Assignment: Required when business premises are leased and the lease is being assigned
3. Intellectual Property: Detailed section required when significant IP assets are involved
4. Stock: Required when stock is being sold as part of the business
5. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
6. Third Party Consents: Required when specific third party approvals are needed
7. Transition Services: Required when the vendor will provide post-completion assistance
8. Debt Collection: Required when dealing with outstanding debtors post-completion
1. Schedule 1 - Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of specific assets excluded from the sale
3. Schedule 3 - Contracts: List of business contracts to be assigned or novated
4. Schedule 4 - Employees: Details of employees and their employment terms
5. Schedule 5 - Intellectual Property: List of all IP assets including registrations and applications
6. Schedule 6 - Lease Details: Details of any premises lease being assigned
7. Schedule 7 - Stock: Stock-taking procedures and valuation methods
8. Schedule 8 - Form of Transfer Documents: Ƶ for various transfer documents required at completion
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Agriculture
Transport and Logistics
Real Estate
Food and Beverage
Automotive
Entertainment
Tourism
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive
Commercial
Business Development
Compliance
Risk Management
Strategy
Business Owner
Managing Director
Chief Executive Officer
Commercial Lawyer
Business Broker
Mergers & Acquisitions Manager
Chief Financial Officer
Business Development Manager
Corporate Counsel
Finance Director
Company Secretary
Legal Counsel
Business Advisor
Accountant
Transaction Manager
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