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Unit Transfer Agreement
"I need a Unit Transfer Agreement for transferring 10,000 Class A units in a wholesale property trust from an Australian company to a Singapore-based institutional investor, with completion scheduled for March 2025 and including FIRB approval conditions."
1. Parties: Identification of the Transferor and Transferee with full legal names and addresses
2. Background: Context of the transfer, including details of the unit trust and reason for transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Agreement to Transfer: Core agreement to transfer the specified units from Transferor to Transferee
5. Transfer Price and Payment: Details of the consideration and payment terms for the transfer
6. Completion: Requirements and process for completing the transfer, including timing and location
7. Transferor's Warranties: Warranties given by the Transferor regarding ownership, authority to transfer, and unit status
8. Transferee's Warranties: Warranties given by the Transferee regarding authority to purchase and compliance requirements
9. Tax Matters: Treatment of tax obligations and responsibilities related to the transfer
10. Confidentiality: Obligations regarding confidential information related to the transfer and trust
11. Notices: Process and requirements for giving notices under the agreement
12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
13. Execution: Execution blocks for all parties
1. Foreign Investment Conditions: Required when the Transferee is a foreign person or entity under FIRB regulations
2. Security Interest Release: Required when the units are subject to existing security interests that need to be released
3. Regulatory Approvals: Required when the transfer needs specific regulatory approvals
4. Third Party Consents: Required when consent from other unit holders or third parties is needed
5. Pre-emptive Rights Waiver: Required when other unit holders have pre-emptive rights that need to be addressed
6. Earn-out Provisions: Optional section for transfers involving contingent payment arrangements
7. Management Rights: Required when the transfer includes rights to manage the trust or property
8. Distribution Entitlements: Optional section addressing entitlements to distributions declared but not paid
1. Unit Details: Details of the units being transferred including class, rights, and numbers
2. Transfer Price Calculation: Detailed breakdown of the transfer price calculation if complex
3. Completion Checklist: List of actions and documents required for completion
4. Trust Deed Extract: Relevant extracts from the trust deed affecting the transfer
5. Regulatory Compliance Checklist: Checklist of regulatory requirements and compliance matters
6. Transfer Form: Prescribed form for recording the transfer of units
7. Existing Encumbrances: Details of any existing encumbrances affecting the units
8. Required Consents: List of required consents and their status
Authors
Applicable Law
Business Day
Completion
Completion Date
Confidential Information
Consideration
Corporations Act
Duty
Encumbrance
FIRB
FIRB Approval
GST
Notices
Outstanding Amounts
Purchase Price
Register
Related Body Corporate
Security Interest
Transferee
Transferor
Transfer Date
Trust
Trust Deed
Trustee
Unit
Unit Certificate
Unit Holding
Unit Register
Unit Rights
Warranties
Trust Manager
Transfer Form
Regulatory Approvals
Completion Requirements
Distribution
Distribution Period
Due Diligence Materials
Material Adverse Change
Prescribed Occurrence
Representatives
Third Party Consent
Transaction Documents
Transfer Instrument
Unpaid Amount
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Transferor Warranties
Transferee Warranties
Trust Warranties
Tax Indemnities
GST
Foreign Investment
Regulatory Compliance
Confidentiality
Notices
Assignment
Further Assurance
Costs
Stamp Duty
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Time of Essence
Counterparts
Electronic Execution
Third Party Rights
Trust Provisions
Distribution Rights
Security Interests
Encumbrances
Consents and Approvals
Anti-Money Laundering
Default
Remedies
Termination
Financial Services
Real Estate
Investment Management
Property Development
Retail Investment
Wholesale Investment
Private Equity
Managed Funds
Infrastructure
Commercial Property
Agricultural Investment
Legal
Compliance
Investment Management
Corporate Services
Fund Administration
Company Secretariat
Risk Management
Finance
Property Management
Asset Management
Trust Administration
Legal Counsel
Corporate Lawyer
Trust Manager
Investment Manager
Company Secretary
Compliance Officer
Fund Manager
Portfolio Manager
Transaction Manager
Chief Financial Officer
Investment Director
Trustee Director
Property Manager
Asset Manager
Due Diligence Manager
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