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The Business Share Sale Agreement is a fundamental document used in Nigerian corporate transactions when transferring ownership of business shares from one party to another. It is essential for both private and public company transactions, though specific requirements may vary. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and other relevant corporate and tax laws. This document typically includes detailed provisions on sale terms, warranties, indemnities, pre-completion and post-completion obligations, and various protections for both parties. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions in Nigeria, requiring careful consideration of local regulatory requirements and market practices.

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

2. Background: Context of the transaction, including brief description of the company and reason for sale

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

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

5. Consideration: Details of payment structure, timing, and mechanism

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 regarding the company, shares, and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Confidentiality: Obligations regarding transaction confidentiality and company information

12. Announcements: Requirements for public announcements about the transaction

13. Tax Matters: Tax indemnities, covenants, and responsibility for tax liabilities

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

15. Notices: Process for serving notices under the agreement

16. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

17. Boilerplate Provisions: Standard contractual provisions including entire agreement, variation, and severance