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Seller Purchase Agreement
"I need a Seller Purchase Agreement for the sale of manufacturing equipment from my UK-based company to a Welsh buyer, with payment in installments and delivery scheduled for March 2025, including specific warranties about the equipment's condition and performance."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including price and subject matter
5. Payment Terms: Payment amount, method, and timing
6. Warranties and Representations: Assurances given by parties about the subject matter
7. Delivery Terms: Timing and method of delivery
8. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
1. Conditions Precedent: Conditions that must be met before completion. Used for complex transactions with pre-completion requirements
2. Post-Completion Obligations: Ongoing obligations after completion. Used when parties have continuing obligations
3. Intellectual Property: IP rights and transfers. Used when IP forms part of the sale
4. Data Protection: Handling of personal data. Used when personal data is involved in the transaction
1. Asset Schedule: Detailed list of assets being sold
2. Price Calculation: Detailed breakdown of purchase price
3. Form of Transfer: Template documents for asset transfer
4. Warranties: Detailed warranties given by seller
5. Disclosed Documents: List of documents provided during due diligence
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Effective Date
Force Majeure Event
Goods
Intellectual Property Rights
Liabilities
Losses
Material Adverse Change
Party
Parties
Purchase Price
Seller's Knowledge
Specifications
Tax
Taxation
Term
Territory
Third Party Rights
Title
Transaction Documents
Transfer
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Seller Warranties
Buyer Warranties
Title and Risk
Delivery
Quality and Description
Intellectual Property
Confidentiality
Data Protection
Force Majeure
Assignment and Transfer
Notices
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Further Assurance
Costs
Counterparts
Announcements
Anti-Bribery and Corruption
Dispute Resolution
Governing Law and Jurisdiction
Termination
Insurance
Indemnification
Compliance with Laws
Records and Audit Rights
Liability Limitations
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