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Sell And Purchase Agreement
"I need a Sale and Purchase Agreement under South African law for the acquisition of a small manufacturing business in Johannesburg, including machinery and equipment, with completion scheduled for March 2025 and including standard warranties for business assets and employee transfers."
1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies or ID numbers for individuals
2. Background: Context of the transaction and brief description of what is being sold and purchased
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core provision stating the seller's agreement to sell and the purchaser's agreement to buy the subject matter
5. Purchase Price: Amount, currency, payment terms, and payment method
6. Conditions Precedent: Any conditions that must be fulfilled before the agreement becomes fully effective
7. Completion: Details of when, where and how the transfer of the subject matter and payment will take place
8. Seller's Warranties: Warranties regarding ownership, condition, and qualities of the subject matter
9. Purchaser's Warranties: Warranties regarding capacity to contract and pay
10. Risk and Transfer: When risk and ownership passes from seller to purchaser
11. Breach and Termination: Consequences of breach and circumstances allowing termination
12. Dispute Resolution: Process for resolving disputes between the parties
13. Notices: How formal notices under the agreement must be given
14. General Provisions: Standard boilerplate clauses including governing law, whole agreement, and variation
1. Due Diligence: Provisions allowing the purchaser to investigate the subject matter before completion, typically used for business or property sales
2. VAT: Specific provisions dealing with VAT treatment, required when either party is VAT-registered
3. Intellectual Property: Provisions dealing with IP rights, needed when the sale includes intellectual property
4. Employee Matters: Provisions dealing with employees and employment contracts, needed for business sales
5. Restraint of Trade: Restrictions on the seller's future business activities, typically used in business sales
6. Environmental Matters: Provisions dealing with environmental liabilities, needed for property or business sales with environmental risks
7. Third Party Consents: Provisions dealing with required consents from third parties, needed when the sale requires external approvals
1. Schedule 1 - Subject Matter Description: Detailed description of what is being sold (e.g., asset list, property description)
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments
3. Schedule 3 - Warranties: Detailed warranties given by the seller regarding the subject matter
4. Schedule 4 - Completion Requirements: Detailed list of actions and documents required at completion
5. Schedule 5 - Excluded Assets: List of assets specifically excluded from the sale
6. Appendix A - Property Plans: Plans and diagrams if the sale involves property
7. Appendix B - Due Diligence Results: Summary of due diligence findings and agreed actions
Authors
Real Estate
Manufacturing
Retail
Technology
Agriculture
Mining
Professional Services
Construction
Hospitality
Automotive
Healthcare
Education
Energy
Financial Services
Legal
Finance
Operations
Compliance
Risk Management
Procurement
Business Development
Corporate Affairs
Property Management
Commercial Operations
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Commercial Manager
Business Development Manager
Property Manager
Operations Director
Finance Manager
Compliance Officer
Risk Manager
Company Secretary
Property Attorney
Contract Manager
Procurement Manager
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