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Business Sales Agreement
"I need a Business Sales Agreement for the sale of my manufacturing company's industrial equipment division, including machinery and customer contracts, to a Nigerian corporation, with completion planned for March 2025."
1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased
5. Purchase Price: Amount, currency, and payment terms including VAT considerations
6. Completion: Details of when and how the sale will be completed, including delivery terms
7. Seller's Warranties: Warranties regarding the business, assets, or goods being sold
8. Buyer's Warranties: Warranties from the buyer, including capacity to enter into the agreement
9. Condition of Assets/Goods: Description of the condition of what is being sold
10. Title and Risk: When title passes and risk transfers to the buyer
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
13. Dispute Resolution: Process for resolving disputes
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Notices: How formal notices under the agreement should be given
16. Execution: Signature blocks and execution formalities
1. Intellectual Property: Required when the sale includes IP rights or licenses
2. Employee Matters: Needed when the sale involves transfer of employees
3. Tax Matters: Detailed tax provisions when complex tax implications exist
4. Environmental Compliance: Required when environmental regulations are relevant to the sale
5. Regulatory Approvals: When the sale requires specific regulatory clearances
6. Post-Completion Obligations: When ongoing obligations exist after completion
7. Non-Competition: When restrictions on future business activities are required
8. Insurance: When specific insurance requirements need to be maintained
9. Data Protection: When personal data is involved in the transaction
10. Export Control: When goods are subject to export regulations
1. Asset Schedule: Detailed list of assets or goods being sold
2. Price Calculation: Detailed breakdown of the purchase price
3. Excluded Assets: List of assets specifically excluded from the sale
4. Due Diligence Results: Summary of due diligence findings
5. Required Consents: List of third-party consents needed
6. Intellectual Property Register: Details of any IP rights included in the sale
7. Employee Information: Details of any employees being transferred
8. Form of Transfer Documents: Templates for any required transfer documentation
9. Completion Checklist: List of actions required for completion
10. Warranty Limitations: Detailed limitations on warranties given
Authors
Manufacturing
Retail
Wholesale Trade
Agriculture
Technology
Industrial Equipment
Consumer Goods
Energy
Transportation
Construction
Mining
Telecommunications
Healthcare
Real Estate
Financial Services
Professional Services
Legal
Commercial
Procurement
Finance
Operations
Compliance
Business Development
Risk Management
Corporate Affairs
Sales
Executive Leadership
Treasury
Asset Management
Chief Executive Officer
Commercial Director
Business Development Manager
Legal Counsel
Corporate Lawyer
Procurement Manager
Sales Director
Chief Financial Officer
Operations Manager
Compliance Officer
Contract Manager
Business Owner
Managing Director
Company Secretary
Risk Manager
Asset Manager
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