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Price Purchase Agreement
"I need a Purchase Price Agreement for acquiring manufacturing equipment worth NZD 2.5 million from a supplier in Auckland, with delivery scheduled for March 2025 and payment in three installments."
1. Parties: Identification and details of the seller and purchaser, including legal names, addresses, and company registration numbers if applicable
2. Background: Context of the transaction, relationship between parties, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation
4. Purchase and Sale: Core agreement to purchase and sell the specified goods or assets
5. Purchase Price: Detailed specification of the purchase price, including any adjustments or calculations
6. Payment Terms: Payment schedule, method of payment, and any conditions attached to payments
7. Delivery and Transfer: Terms for delivery of goods, transfer of title, and risk allocation
8. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes fully effective
9. Representations and Warranties: Standard representations and warranties from both parties
10. GST and Tax Provisions: Treatment of GST and other tax matters related to the transaction
11. Default and Termination: Circumstances constituting default and rights of termination
12. Dispute Resolution: Process for resolving disputes between the parties
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Due Diligence: Used when the purchaser requires a period to investigate the assets or goods before finalizing the purchase
2. Intellectual Property: Required when the purchase includes IP rights or licenses
3. Employee Matters: Necessary when the purchase involves transfer of employees or employment-related obligations
4. Environmental Matters: Important when the purchase involves assets with potential environmental implications
5. Transitional Services: Used when the seller will provide ongoing services post-completion
6. Security Interests: Required when there are existing securities over the assets or new securities being created
7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
8. Confidentiality: Detailed confidentiality provisions when sensitive information is involved
9. Competition and Restraint: Required when restrictions on future competition are needed
1. Asset Schedule: Detailed description and specification of assets being purchased
2. Price Calculation Schedule: Detailed methodology for calculating the purchase price, including any adjustments
3. Completion Checklist: List of documents and actions required for completion
4. Form of Transfer Documents: Templates for documents required to effect the transfer
5. Warranties Schedule: Detailed warranties given by the seller
6. Encumbrances Schedule: List of any existing encumbrances on the assets
7. Required Consents: List of third-party consents required for the transaction
8. Disclosure Schedule: Seller's disclosures against the warranties
9. Technical Specifications: Detailed technical specifications of goods or assets being purchased
Authors
Assets
Business Day
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Default Event
Delivery Location
Deposit
Disclosure Material
Effective Date
Encumbrance
Event of Default
Excluded Assets
Force Majeure Event
GST
Guarantor
Intellectual Property Rights
Law
Liabilities
Loss
Material Adverse Change
Notice
Parties
Payment Date
Permitted Encumbrance
Purchase Price
Purchase Price Adjustment
Purchaser
Related Company
Representative
Security Interest
Seller
Specified Assets
Tax
Third Party Claim
Transaction Documents
Transfer
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Title and Risk
Delivery
GST
Tax Indemnity
Intellectual Property
Confidentiality
Non-Competition
Force Majeure
Assignment
Default
Termination
Indemnification
Liability Limitations
Security Interests
Further Assurance
Notices
Dispute Resolution
Governing Law
Third Party Rights
Severability
Entire Agreement
Variation
Costs
Counterparts
Time of Essence
Good Faith
Relationship of Parties
Survival
Waiver
Manufacturing
Retail
Wholesale
Technology
Real Estate
Agriculture
Mining
Construction
Professional Services
Healthcare
Education
Transport and Logistics
Energy
Telecommunications
Legal
Finance
Procurement
Commercial
Operations
Risk and Compliance
Corporate Development
Treasury
Tax
Business Development
Chief Executive Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Legal Counsel
Contract Manager
Business Development Manager
Finance Manager
Operations Manager
Risk Manager
Compliance Officer
Corporate Lawyer
Transaction Advisory Manager
Investment Manager
Asset Manager
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