Agreement To Sell And Contract Of Sale Template for Nigeria

The Agreement To Sell And Contract Of Sale is a vital legal instrument in Nigerian commercial transactions, used when parties wish to combine both a commitment to sell and the actual sale agreement in a single document. This arrangement is particularly useful in complex transactions where certain conditions must be met before the final transfer can occur, while still maintaining a binding commitment to proceed with the sale. The document is structured to comply with Nigerian legal requirements, including the Sale of Goods Act, Contract Law, and where applicable, the Land Use Act and property registration requirements. It's commonly used in both movable and immovable property transactions, incorporating necessary provisions for governmental consents, due diligence requirements, and transfer procedures specific to Nigerian jurisdiction. The agreement includes comprehensive details about the property or goods, payment terms, warranties, and completion requirements, making it suitable for both commercial and private transactions.

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details for companies

2. Background: Context of the transaction, including brief description of the property/goods and the intention to enter into a two-stage transaction

3. Definitions: Key terms used throughout the agreement, including Property, Completion Date, Purchase Price, and other relevant definitions

4. Subject Matter: Detailed description of the property or goods being sold, including all relevant specifications and identifying details

5. Purchase Price: The agreed price, payment terms, deposit requirements, and payment schedule

6. Agreement to Sell: Terms of the initial agreement to sell, including conditions precedent and timeframe for completion

7. Contract of Sale: Terms governing the actual transfer of ownership, including when and how title passes

8. Seller's Representations and Warranties: Statements and guarantees regarding ownership, condition, and legal status of the property/goods

9. Buyer's Representations and Warranties: Statements regarding buyer's capacity and authority to enter into the agreement

10. Completion: Process and requirements for completing the sale, including documentation and transfer procedures

11. Title and Registration: Provisions regarding transfer of title and registration requirements

12. Risk and Insurance: Allocation of risk and insurance responsibilities before and after completion

13. Default and Remedies: Consequences of breach and available remedies for both parties

14. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

15. Notices: Process and requirements for formal communications between parties

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments