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1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies
2. Background: Context of the transaction and brief description of the assets being purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Asset Description: Detailed description of the assets being purchased, including any identifying numbers or characteristics
5. Purchase Price: The agreed purchase price and payment terms, including any deposits or installment arrangements
6. Payment Terms: Specific details about how and when payments will be made
7. Completion: Details of the completion process, including timing and location
8. Seller's Warranties: Warranties regarding ownership, condition, and legal status of the assets
9. Title and Risk: When title passes to the buyer and provisions about risk transfer
10. Deliverables: List of documents and items to be delivered upon completion
11. Governing Law: Specification of Nigerian law as the governing law
12. Execution: Signature blocks and execution requirements
1. Conditions Precedent: Used when completion is subject to certain conditions being met first
2. Due Diligence: Include when buyer requires specific due diligence provisions
3. Tax Provisions: Detailed tax arrangements when complex tax implications exist
4. Environmental Matters: Required for assets with potential environmental implications
5. Intellectual Property Rights: Include when assets include intellectual property
6. Employee Matters: Required when the asset purchase affects employees
7. Regulatory Approvals: Include when specific regulatory approvals are needed
8. Post-Completion Obligations: Used when parties have ongoing obligations after completion
9. Non-Competition: Include when seller needs to be restricted from competing
10. Confidentiality: Used when transaction involves sensitive information
1. Schedule 1 - Asset Details: Detailed inventory and description of all assets being purchased
2. Schedule 2 - Excluded Assets: List of specific assets excluded from the purchase
3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across different asset categories
4. Schedule 4 - Required Consents: List of third-party consents required for the transfer
5. Schedule 5 - Encumbrances: Details of any existing liens, charges or encumbrances on the assets
6. Appendix A - Form of Transfer Documents: Templates for various transfer documents required
7. Appendix B - Completion Checklist: List of actions and documents required for completion
8. Appendix C - Asset Registration Forms: Relevant registration forms required under Nigerian law
Manufacturing
Real Estate
Oil and Gas
Agriculture
Transportation
Mining
Construction
Retail
Technology
Healthcare
Education
Hospitality
Industrial
Telecommunications
Financial Services
Legal
Finance
Procurement
Operations
Compliance
Risk Management
Asset Management
Corporate Affairs
Business Development
Property Management
Investment
Commercial
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Finance Manager
Procurement Manager
Asset Manager
Business Development Manager
Operations Director
Company Secretary
Risk Manager
Compliance Officer
Property Manager
Investment Manager
Commercial Director
Managing Director
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