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Contract To Sell And Contract Of Sale
"I need a Contract to Sell and Contract of Sale for the purchase of a manufacturing facility in Dublin, with completion scheduled for March 2025, including specific provisions for the transfer of existing equipment and manufacturing licenses."
1. Parties: Identifies and defines the Seller and Buyer with full legal names and addresses
2. Background: Contextual information explaining the purpose of the agreement and basic transaction details
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Sale Agreement: Core terms establishing the seller's agreement to sell and the buyer's agreement to purchase the specified goods/property
5. Purchase Price: Specifies the agreed purchase price, payment terms, and payment method
6. Deposit: Details of the deposit amount, payment timing, and conditions for retention or return
7. Completion: Specifies the completion date and process for transferring ownership
8. Seller's Warranties: Warranties regarding ownership, condition, and quality of the goods/property being sold
9. Buyer's Warranties: Warranties from the buyer regarding authority to enter agreement and financial capacity
10. Risk and Insurance: Determines when risk passes from seller to buyer and insurance requirements
11. Default and Remedies: Consequences of breach and available remedies for either party
12. Notices: How formal notices under the agreement must be given
13. Governing Law: Confirms Irish law governs the agreement and jurisdiction for disputes
14. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Used when completion is subject to specific conditions being met first
2. VAT: Required when the transaction is subject to Value Added Tax
3. Anti-Money Laundering: Required for high-value transactions or when dealing with regulated entities
4. Intellectual Property: Needed when the sale includes intellectual property rights
5. Confidentiality: Important for sales involving sensitive commercial information
6. Assignment: Used when either party may need to transfer their rights or obligations
7. Force Majeure: Important for sales with delayed completion or ongoing obligations
8. Third Party Rights: Required when third parties may have rights under the contract
9. Data Protection: Needed when personal data is involved in the transaction
1. Schedule 1 - Property/Goods Description: Detailed description of the items being sold
2. Schedule 2 - Purchase Price Breakdown: Itemized breakdown of the purchase price including any adjustments
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4 - Excluded Items: List of items specifically excluded from the sale
5. Schedule 5 - Encumbrances: Details of any existing liens, charges, or encumbrances
6. Appendix A - Form of Transfer: Template for the transfer document to be used at completion
7. Appendix B - Warranties: Detailed warranties given by the seller
8. Appendix C - Required Consents: List of third-party consents required for the sale
Authors
Applicable Law
Assets
Business Day
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contract Period
Deposit
Effective Date
Encumbrance
Event of Default
Force Majeure Event
Goods
Governing Law
Intellectual Property Rights
Interest Rate
Liabilities
Losses
Material Adverse Change
Notice
Parties
Payment Terms
Permitted Encumbrances
Property
Purchase Price
Related Agreements
Relevant Authority
Representatives
Sale Assets
Schedule
Seller
Signing Date
Tax
Term
Third Party Rights
Title Documents
Transaction
Transfer
VAT
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Deposit
Conditions Precedent
Completion
Title and Risk
Warranties
Representations
Property/Goods Description
Delivery
Insurance
Default
Remedies
Force Majeure
Confidentiality
Assignment
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
VAT and Taxation
Anti-Money Laundering
Data Protection
Indemnification
Termination
Survival
Further Assurance
Costs and Expenses
Time of Essence
Inspection Rights
Return Rights
Quality Standards
Compliance with Laws
Dispute Resolution
Retail
Manufacturing
Real Estate
Technology
Agriculture
Automotive
Construction
Industrial
Consumer Goods
Professional Services
Energy
Transportation
Wholesale
E-commerce
Legal
Commercial
Procurement
Sales
Finance
Operations
Compliance
Risk Management
Business Development
Supply Chain
Corporate Secretariat
Property Management
Legal Counsel
Commercial Director
Procurement Manager
Sales Director
Business Development Manager
Contract Manager
Company Director
Chief Financial Officer
Operations Manager
Property Manager
Compliance Officer
Risk Manager
General Counsel
Commercial Manager
Supply Chain Manager
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