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Sale And Purchase Agreement Key Terms
"I need a Sale and Purchase Agreement Key Terms document for the acquisition of a manufacturing facility in Penang, Malaysia, with completion scheduled for March 2025, including specific provisions for equipment transfer and existing workforce considerations."
1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of the subject matter
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter: Detailed description of the property or goods being sold
5. Purchase Price: The agreed price and payment terms including deposit and balance payment schedule
6. Conditions Precedent: Conditions that must be fulfilled before the agreement becomes fully effective
7. Completion: Terms and procedures for completing the sale and transfer of ownership
8. Seller's Warranties and Representations: Warranties regarding ownership, condition, and legal status of the subject matter
9. Purchaser's Warranties and Representations: Warranties regarding capacity to purchase and financial ability
10. Default and Termination: Consequences of default and circumstances allowing termination
11. Notices: Method and addresses for serving notices between parties
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. Boilerplate Clauses: Standard clauses including entire agreement, severability, and force majeure
1. Condition of Property: Detailed section used for property sales describing the physical condition and any defects
2. Vacant Possession: Used in property sales to specify terms of delivering vacant possession
3. Strata Title: Required for sale of stratified properties, dealing with maintenance fees and sinking funds
4. Third Party Consents: Required when the sale requires approval from authorities or other parties
5. Tax Provisions: Detailed tax considerations when significant tax implications exist
6. Assignment: Used when rights under the agreement may need to be assignable
7. Intellectual Property: Required when the sale includes IP rights or licensed materials
8. Confidentiality: Added when transaction details need to remain confidential
9. Post-Completion Obligations: Used when parties have continuing obligations after completion
1. Property Description Schedule: Detailed description of the property including lot number, title details, and measurements
2. Payment Schedule: Detailed breakdown of payment terms, installments, and due dates
3. Inventory List: List of fixtures, fittings, or items included in the sale
4. Title Documents: Copies of relevant title documents and ownership proof
5. Property Plans: Floor plans, location maps, and other relevant drawings
6. Defects List: List of known defects and agreed repairs if applicable
7. Required Approvals: List of necessary governmental or regulatory approvals
8. Form of Transfer: Template transfer document to be used at completion
9. Special Conditions: Any special terms or conditions specific to the transaction
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Defects
Deposit
Effective Date
Encumbrances
Identity Card
Land
Legal Fee
Licensed Bank
Losses
Notice
Party
Payment Schedule
Purchase Price
Property
Registration Fee
Ringgit Malaysia
Sale
Seller
Purchaser
Stamp Duty
Subject Matter
Tax
Title
Transfer
Vacant Possession
Valuation Report
Warranties
Payment Terms
Property Description
Title and Ownership
Conditions Precedent
Representations and Warranties
Completion
Default
Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Indemnification
Confidentiality
Further Assurance
Time of Essence
Good Faith
Successors and Assigns
Amendment
Waiver
Remedies
Insurance
Tax
Registration
Stamp Duty
Real Estate
Manufacturing
Retail
Construction
Technology
Agriculture
Professional Services
Automotive
Industrial
Consumer Goods
Energy
Hospitality
Legal
Commercial
Procurement
Sales
Compliance
Finance
Operations
Business Development
Real Estate
Risk Management
Corporate Secretariat
Legal Counsel
Contract Manager
Commercial Director
Business Development Manager
Property Manager
Procurement Manager
Sales Director
Company Secretary
Compliance Officer
Real Estate Manager
Operations Director
Chief Financial Officer
General Manager
Project Manager
Transaction Manager
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