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1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and shares/assets being sold
5. Consideration: Purchase price, payment terms, and adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Mechanics and timing of the transfer
8. Warranties and Representations: Seller's assurances about the company
9. Indemnities: Protection against specific identified risks
1. Non-Competition: Restrictions on seller's future business activities when protecting goodwill value of the business
2. Employee Matters: Specific provisions for employee transfers when employees are significantly impacted
3. Intellectual Property: Special provisions for IP transfers when IP is a key asset
4. Environmental Matters: Environmental compliance and liabilities for businesses with environmental impacts
1. Company Information Schedule: Details of company structure, share capital, and subsidiaries
2. Warranties Schedule: Detailed warranties about the company and business
3. Properties Schedule: List of real estate owned or leased
4. Material Contracts Schedule: Key business agreements and commitments
5. Intellectual Property Schedule: Schedule of IP rights and registrations
6. Employees Schedule: List of employees and their key terms
7. Completion Obligations Schedule: Detailed list of completion deliverables
8. Form of Transfer Instruments: Template documents for executing the transfer
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