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Purchase Deed
"I need an Australian Purchase Deed for my company's acquisition of manufacturing equipment and associated IP rights from ABC Manufacturing Pty Ltd, with completion scheduled for March 2025 and payment in three installments."
1. Parties: Identifies and provides full details of all parties to the deed, including ACN/ABN for companies
2. Background: Sets out the context and circumstances leading to the deed, including brief description of the purchase subject matter
3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation principles
4. Purchase Details: Specifies the subject matter being purchased, including full description and any identifying details
5. Purchase Price: States the agreed purchase price, payment terms, and payment method
6. Completion: Details the completion process, timing, and obligations of each party at completion
7. Warranties and Representations: Lists seller's warranties about the purchase subject matter and general representations by all parties
8. Risk and Title: Specifies when risk and title pass to the purchaser
9. Default and Termination: Outlines events of default and consequences, including termination rights
10. Confidentiality: Sets out obligations regarding confidential information
11. GST: Addresses GST treatment of the purchase
12. Notices: Specifies how formal notices must be given under the deed
13. General Provisions: Contains standard boilerplate provisions including governing law, entire agreement, and variation
14. Execution: Formal execution blocks for all parties, including witness requirements
1. Due Diligence: Include when the purchase is subject to due diligence conditions
2. Finance Condition: Include when the purchase is subject to finance approval
3. Regulatory Approvals: Include when the transaction requires specific regulatory approvals (e.g., FIRB approval)
4. Third Party Consents: Include when consents from third parties are required
5. Intellectual Property: Include when the purchase involves IP rights
6. Employee Matters: Include when the purchase involves transfer of employees
7. Transition Services: Include when post-completion transition services are required
8. Environmental Matters: Include for purchases involving land or businesses with environmental considerations
9. Tax Indemnities: Include when specific tax arrangements or indemnities are required
10. Security Arrangements: Include when the purchase price is paid in installments or security is required
1. Schedule 1 - Purchase Subject Matter: Detailed description of assets/property being purchased
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components
3. Schedule 3 - Completion Checklist: List of items to be delivered/actions to be taken at completion
4. Schedule 4 - Warranties: Detailed warranties given by the seller
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the purchase subject matter
6. Schedule 6 - Required Consents: List of third party or regulatory consents required
7. Appendix A - Property Documents: Copies of relevant property certificates, plans or titles
8. Appendix B - Due Diligence Results: Summary of due diligence findings if applicable
9. Appendix C - Related Agreements: Copies of any related agreements referenced in the deed
Authors
Agreed Form
Assets
Business Day
Claim
Completion
Completion Date
Completion Payment
Condition Precedent
Confidential Information
Consideration
Deed
Default Event
Default Interest Rate
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrance
End Date
Event of Default
Excluded Assets
Execution Date
Finance Date
FIRB Approval
GST
GST Act
Guarantor
Included Assets
Insolvency Event
Interest Rate
Law
Liabilities
Loss
Material Adverse Change
Notice
Parties
Payment Date
Permitted Encumbrance
Purchase Price
Purchaser
Related Body Corporate
Related Party
Representative
Seller
Settlement
Stamp Duty
Tax
Third Party Claim
Title Documents
Transaction
Transaction Documents
Transfer Date
Vendor
Warranties
Definitions and Interpretation
Agreement to Purchase
Purchase Price and Payment
Conditions Precedent
Pre-Completion Obligations
Completion Requirements
Post-Completion Obligations
Warranties and Representations
Title and Risk
Due Diligence
Confidentiality
Intellectual Property
Employee Matters
Tax Matters
GST
Security and Guarantees
Default and Termination
Force Majeure
Assignment and Novation
Dispute Resolution
Notices
Governing Law and Jurisdiction
Costs and Stamp Duty
Time of Essence
Further Assurance
Severability
Entire Agreement
Variation
Waiver
Counterparts
Electronic Execution
Real Estate
Manufacturing
Mining
Agriculture
Retail
Technology
Healthcare
Financial Services
Professional Services
Construction
Energy
Transport and Logistics
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Real Estate
Operations
Risk & Compliance
Procurement
Property Management
Investment
Treasury
Business Development
Commercial
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Commercial Director
Property Manager
Asset Manager
Operations Director
Finance Manager
Compliance Officer
Risk Manager
Company Secretary
Business Development Manager
Investment Manager
Transaction Manager
Corporate Lawyer
Real Estate Manager
Procurement Manager
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