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1. Parties: Identification and details of all parties involved in the sale
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of what is being sold
5. Purchase Price: Amount and payment terms
6. Completion: Details of when and how the sale will complete
7. Warranties: Seller's warranties regarding the subject matter
8. Governing Law: Specification of applicable law and jurisdiction
1. Conditions Precedent: Conditions that must be met before completion - used for complex transactions with pre-completion requirements
2. Due Diligence: Buyer's right to investigate the subject matter - used for high-value or complex sales
3. Intellectual Property: Treatment of associated IP rights - used when IP forms part of the sale
4. Confidentiality: Obligations regarding confidential information - used for commercial transactions
1. Asset Schedule: Detailed listing of assets included in the sale
2. Price Calculation: Detailed breakdown of purchase price components
3. Form of Transfer: Template transfer documents
4. Warranties: Detailed warranties and representations
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