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Provisional Sales And Purchase Agreement
"I need a Provisional Sales and Purchase Agreement for the acquisition of a medium-sized manufacturing business in Queensland, Australia, with completion scheduled for March 2025, including specific provisions for employee transfer and intellectual property rights."
1. Parties: Identification and details of the vendor and purchaser, including full legal names, addresses, and ACN/ABN if applicable
2. Background: Context of the transaction, including brief description of the subject matter and purpose of the provisional agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document
4. Subject Matter of Sale: Detailed description of the property or goods being sold
5. Purchase Price and Payment Terms: Agreed price, deposit amount, payment schedule, and payment methods
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes binding
7. Due Diligence Period: Timeframe and terms for buyer's investigation of the subject matter
8. Warranties and Representations: Statements of fact and promises made by both parties regarding the transaction
9. Settlement: Details of the settlement process, timing, and requirements
10. Default and Termination: Consequences of breach and circumstances allowing termination
11. Governing Law and Jurisdiction: Specification of applicable law and courts
12. Execution: Formal signing section with execution blocks for all parties
1. GST Provisions: Required when the transaction is subject to GST, detailing tax obligations and arrangements
2. Finance Clause: Include when purchase is subject to buyer obtaining finance
3. Third Party Consents: Required when the transaction needs approval from external parties
4. Intellectual Property: Include when the sale involves IP rights or licenses
5. Employee Matters: Relevant when the sale includes transfer of employees or employment obligations
6. Confidentiality: Include when parties need to maintain confidentiality about the transaction
7. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
8. Force Majeure: Include when parties want protection from unforeseen circumstances
9. Assignment Rights: Include when transfer of rights needs to be addressed
1. Schedule 1 - Asset Details: Comprehensive list and description of all assets included in the sale
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price components
3. Schedule 3 - Due Diligence Requirements: List of documents and information to be provided during due diligence
4. Schedule 4 - Excluded Assets: List of assets specifically excluded from the sale
5. Schedule 5 - Form of Transfer Documents: Templates of documents required for final transfer
6. Appendix A - Vendor Disclosure Statement: Mandatory disclosures required by law
7. Appendix B - Condition Report: Current condition of assets or property being sold
8. Appendix C - Certificates and Permits: Copies of relevant certificates, permits, and licenses
Authors
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrance
Event of Default
Excluded Assets
GST
Guarantor
Intellectual Property Rights
Law
Liabilities
Material Adverse Change
Notice
Party/Parties
Permitted Encumbrances
Purchase Price
Purchaser
Related Entity
Representative
Sale Assets
Settlement
Settlement Date
Specified Encumbrances
Subject Matter
Tax
Third Party Consent
Transaction
Transfer Documents
Vendor
Vendor Disclosure Statement
Warranties
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Deposit
Due Diligence
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
GST
Confidentiality
Assignment
Force Majeure
Default
Termination
Break Fee
Third Party Rights
Notices
Amendments
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
Costs and Stamp Duty
Time of Essence
Counterparts
Electronic Execution
Real Estate
Manufacturing
Retail
Technology
Professional Services
Agriculture
Mining
Construction
Healthcare
Hospitality
Transport and Logistics
Education
Legal
Finance
Commercial
Procurement
Sales
Business Development
Compliance
Risk Management
Operations
Corporate Affairs
Property Management
Chief Executive Officer
Chief Financial Officer
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Corporate Lawyer
Procurement Manager
Sales Director
Operations Manager
Company Secretary
Risk Manager
Compliance Officer
Property Manager
Acquisition Manager
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