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Buy And Sell Agreement
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1. Parties: Identification and details of buyer and seller
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Amount, payment schedule, and method of payment
5. Description of Goods/Assets: Detailed description of items being sold
6. Closing and Delivery: Terms for transfer of goods and closing conditions
7. Representations and Warranties: Statements of fact and guarantees by both parties
8. Governing Law: Jurisdiction and applicable law
1. Due Diligence: Terms for buyer's investigation rights, typically used for complex or high-value transactions
2. Escrow Arrangements: Terms for holding funds in escrow, used when payment security is required
3. Intellectual Property: IP rights transfer provisions, included when IP assets are involved in the sale
4. Employee Matters: Treatment of employees in asset sales, required when business assets include employees
1. Asset Schedule: Detailed list of assets being sold
2. Price Schedule: Breakdown of purchase price components
3. Due Diligence Documents: List of documents provided for review
4. Form of Bill of Sale: Template for final transfer document
Authors
Assets
Bill of Sale
Business Day
Closing
Closing Date
Confidential Information
Consideration
Effective Date
Encumbrance
Force Majeure
Governing Law
Intellectual Property Rights
Liabilities
Material Adverse Effect
Party/Parties
Purchase Price
Purchaser
Seller
Taxes
Territory
Third Party
Title
Transaction
Transfer
Warranties
Working Hours
Consideration
Payment Terms
Delivery
Title and Risk
Representations and Warranties
Conditions Precedent
Due Diligence
Confidentiality
Warranties
Indemnification
Force Majeure
Assignment
Termination
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment and Waiver
Costs and Expenses
Further Assurance
Counterparts
Time of Essence
Compliance with Laws
Tax Matters
Insurance
Survival
No Third-Party Rights
Remedies
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