| Commentary

216 Structure of the agreement

| Commentary

3: DRAFTING THE SALE CONTRACT

216 Structure of the agreement

The operative part of the sale agreement will typically include the following matters:

  1. 216.1

        definitions and interpretation;

  2. 216.2

        identification of the assets and liabilities transferred, often by reference to a schedule;

  3. 216.3

        consideration;

  4. 216.4

        completion formalities;

  5. 216.5

        cross-indemnities relating to liabilities;

  6. 216.6

        employees and pensions;

  7. 216.7

        conditions precedent;

  8. 216.8

        insurance;

  9. 216.9

        restrictive covenants;

  10. 216.10

        warranties, often by reference to a schedule;

  11. 216.11

        VAT; and

  12. 216.12

        boilerplate clauses.

Definitions and interpretation clauses merit little further comment, whilst employees and pensions are fully considered at a later stage1. Some of

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