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Agreement Of Sale Contract
"I need a Nigerian Agreement of Sale Contract for selling my manufacturing equipment and machinery to a local company, with payment to be made in three installments and completion scheduled for March 2025."
1. Parties: Identifies and provides full details of the seller and buyer, including registration details for companies or identification for individuals
2. Background: Contextual information explaining the purpose and circumstances of the sale
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent ambiguity
4. Sale and Purchase: Core section detailing what is being sold and purchased, including specific identification of the subject matter
5. Purchase Price: Specifies the agreed price, payment terms, method of payment, and any conditions attached to payment
6. Completion: Details of when and how the sale will be completed, including delivery terms and transfer of ownership
7. Seller's Representations and Warranties: Standard warranties about ownership, condition, and right to sell the subject matter
8. Buyer's Representations and Warranties: Standard warranties about capacity to purchase and comply with payment terms
9. Conditions Precedent: Any conditions that must be satisfied before the sale becomes binding
10. Risk and Title: Specifies when risk and title pass from seller to buyer
11. Termination: Circumstances under which the agreement can be terminated and the consequences
12. Governing Law and Jurisdiction: Confirms Nigerian law as governing law and specifies jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Intellectual Property Rights: Required when the sale involves any intellectual property assets
2. Due Diligence: Included for complex sales requiring buyer investigation period
3. Environmental Matters: Required for sales involving land or businesses with environmental implications
4. Employee Matters: Needed when the sale involves transfer of employees or employee-related liabilities
5. Tax Matters: Detailed tax provisions for complex sales with specific tax implications
6. Confidentiality: Required when sensitive information is exchanged during the sale process
7. Force Majeure: Optional clause for handling unforeseen circumstances
8. Assignment: Include when transfer rights need to be specifically addressed
9. Third Party Rights: Required when third party rights need to be addressed or excluded
1. Schedule 1 - Description of Assets: Detailed description of assets being sold, including specifications, conditions, and inventory
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components and calculations
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion
4. Schedule 4 - Excluded Assets/Liabilities: List of specific items excluded from the sale
5. Schedule 5 - Form of Transfer Documents: Templates of required transfer documents
6. Appendix A - Required Consents: List of third-party consents required for the sale
7. Appendix B - Encumbrances: Details of any existing encumbrances on the sale items
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Force Majeure Event
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Naira
Party/Parties
Purchase Price
Representatives
Sale Property
Seller's Warranties
Stamp Duty
Tax
Third Party
Title Documents
Transaction
Transfer
VAT
Working Hours
Writing/Written
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Title and Risk
Seller's Covenants
Buyer's Covenants
Due Diligence
Confidentiality
Non-Competition
Indemnification
Force Majeure
Assignment
Termination
Notices
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Costs and Expenses
Stamp Duty
Tax Matters
Further Assurance
Counterparts
Real Estate
Manufacturing
Retail
Agriculture
Technology
Automotive
Construction
Energy
Mining
Healthcare
Telecommunications
Consumer Goods
Industrial Equipment
Financial Services
Legal
Commercial
Procurement
Sales
Business Development
Finance
Operations
Compliance
Risk Management
Property Management
Asset Management
Corporate Secretariat
Legal Counsel
Commercial Director
Procurement Manager
Sales Manager
Business Development Manager
Contract Administrator
Company Secretary
Chief Financial Officer
Operations Manager
Risk Manager
Compliance Officer
Property Manager
Asset Manager
Managing Director
Chief Executive Officer
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