51��Ƶ����

The Company Sale Agreement is a crucial document used in Nigerian business transactions when transferring ownership of a company from one party to another. It serves as the primary legal instrument documenting the sale terms, whether for share transfers or asset sales, and must comply with Nigerian legislation, particularly CAMA 2020 and relevant tax laws. This document is essential for both private and public company sales, containing detailed provisions on purchase price, warranties, indemnities, conditions precedent, and completion mechanics. It requires careful consideration of regulatory requirements, especially for regulated industries or transactions involving foreign investors, and typically involves extensive negotiation between parties' legal representatives to ensure all aspects of the sale are properly addressed.

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses

2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price

5. Consideration: Details of purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Seller's warranties about the company, its assets, and operations

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability

11. Tax Covenants: Specific provisions relating to tax matters and liabilities

12. Confidentiality: Obligations regarding transaction and company confidential information

13. Announcements: Rules for public announcements about the transaction

14. Post-Completion Obligations: Parties' obligations after completion

15. Restrictive Covenants: Non-compete and non-solicitation provisions

16. Further Assurance: Obligations to take further actions to give effect to the agreement

17. Assignment: Restrictions on assignment of rights and obligations

18. Notices: Process for giving formal notices under the agreement

19. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions

20. General Provisions: Standard boilerplate provisions including entire agreement, variations, etc.