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Deferred Sale Agreement
"I need a Deferred Sale Agreement under Swiss law for the sale of manufacturing equipment worth CHF 2 million, with payment to be made in four equal installments throughout 2025, and transfer of title to occur after the final payment."
1. Parties: Identification of the seller and buyer, including full legal names, addresses, and registration details
2. Background: Context of the transaction, relationship between parties, and purpose of the deferred sale arrangement
3. Definitions: Defined terms used throughout the agreement, including specific terminology related to the asset, payment structure, and timing
4. Sale and Purchase: Core transaction terms, including description of assets being sold and basic price structure
5. Deferral Terms: Specific provisions regarding the deferral period, conditions for transfer, and trigger events
6. Purchase Price and Payment: Detailed payment terms, including installment structure, interest (if applicable), and payment mechanics
7. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective or before transfer occurs
8. Seller's Warranties: Representations and warranties regarding the asset, ownership, and authority to sell
9. Buyer's Warranties: Representations and warranties regarding authority to purchase and ability to pay
10. Risk and Title: Provisions regarding when risk and title pass to the buyer
11. Default and Termination: Consequences of default, termination rights, and remedies
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Security Arrangements: Required when the deferred payment needs to be secured through collateral or guarantees
2. Tax Provisions: Detailed tax arrangements when complex tax implications exist or need specific allocation
3. Regulatory Compliance: Needed when the transaction involves regulated assets or activities
4. Interest and Late Payment: Include when interest applies to deferred payments or late payment penalties are required
5. Assignment and Transfer: Include when parties need specific rights or restrictions regarding transfer of the agreement
6. Force Majeure: Include when specific events might affect the performance of the deferred sale obligations
7. Confidentiality: Required when sensitive information is involved in the transaction
8. Anti-Money Laundering: Include when transaction value or structure requires AML compliance
1. Asset Description: Detailed description and specifications of the assets being sold
2. Payment Schedule: Detailed payment structure including dates, amounts, and calculation methods
3. Form of Transfer Documentation: Templates for documents required to effect the final transfer
4. Security Documentation: Forms of security documents if security is being provided
5. Conditions Precedent Checklist: List of all required conditions and their status
6. Due Diligence Results: Summary of any due diligence findings relevant to the transaction
7. Regulatory Approvals: List of required regulatory approvals and their status
Authors
Asset
Business Day
Closing
Closing Date
Conditions Precedent
Completion
Completion Date
Confidential Information
Deferred Amount
Deferred Payment Date
Deposit
Effective Date
Encumbrance
Event of Default
Force Majeure Event
Initial Payment
Interest Rate
Material Adverse Change
Payment Schedule
Permitted Encumbrances
Purchase Price
Regulatory Approvals
Related Agreements
Security
Security Documents
Signing Date
Swiss Law
Tax
Term
Title Documents
Transaction
Transfer Date
Transfer Documents
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Deferral Conditions
Transfer of Title
Risk Transfer
Representations and Warranties
Conditions Precedent
Security
Covenants
Due Diligence
Default
Termination
Force Majeure
Confidentiality
Assignment
Notices
Taxes
Costs
Further Assurance
Waiver
Severability
Entire Agreement
Amendments
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Real Estate
Manufacturing
Technology
Energy
Agriculture
Construction
Retail
Wholesale Trade
Mining
Transportation
Healthcare
Legal
Finance
Commercial
Treasury
Risk Management
Compliance
Corporate Development
Operations
Business Development
Asset Management
Chief Financial Officer
Legal Counsel
Commercial Director
Business Development Manager
Treasury Manager
Contract Manager
Risk Manager
Compliance Officer
Corporate Development Director
General Counsel
Transaction Manager
Asset Manager
Finance Director
Operations Director
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