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1. Parties: Identification of the seller and purchaser with full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments
6. Completion: Requirements and process for completing the transaction, including timing and deliverables
7. Seller's Warranties: Warranties regarding the business, assets, liabilities, and other material aspects
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Employee Matters: Include when employees are being transferred as part of the business
2. Intellectual Property: Include when significant IP assets are part of the purchase
3. Property Matters: Include when real estate assets are involved in the sale
4. Environmental Matters: Include for businesses with environmental compliance requirements
5. Post-Completion Obligations: Include when there are specific post-sale requirements or transitions
6. Non-Competition: Include when restricting seller's future competitive activities
7. Earn-out Provisions: Include when part of purchase price is contingent on future performance
8. Data Protection: Include when significant personal data is being transferred
9. Third Party Consents: Include when material contracts require consent for transfer
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Employees: List of employees and their key employment terms
4. Schedule 4 - Material Contracts: List of important contracts being transferred
5. Schedule 5 - Intellectual Property: Details of all IP rights included in the sale
6. Schedule 6 - Properties: Details of any real estate included in the sale
7. Schedule 7 - Completion Deliverables: List of all documents and items to be delivered at completion
8. Schedule 8 - Warranties: Detailed warranties given by the seller
9. Appendix A - Form of Transfer Documents: Templates for various transfer documents required
10. Appendix B - Completion Checklist: Detailed checklist of completion requirements and processes
Business
Business Assets
Business Day
Business Information
Business Records
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
Group
HKIAC
Hong Kong
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Losses
Material Adverse Change
Material Contracts
Parties
Permits
Prohibited Person
Property
Purchase Price
Purchaser
Purchaser Group
Purchaser's Solicitors
Related Persons
Relevant Claim
Sale Assets
Seller
Seller Group
Seller's Knowledge
Seller's Solicitors
Signing Date
Subsidiary
Tax
Tax Authority
Tax Liability
Territory
Third Party
Transaction
Transaction Documents
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Asset Transfer
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Property Transfer
Assignment
Force Majeure
Termination
Notices
Third Party Rights
Data Protection
Regulatory Compliance
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendments
Costs and Expenses
Business Transition
Liability Allocation
Environmental Matters
Insurance
Contract Novation
Working Capital Adjustment
Earn-out Provisions
Retail
Manufacturing
Technology
Professional Services
Food and Beverage
Healthcare
Real Estate
Construction
Education
Financial Services
Logistics
Hospitality
Media and Entertainment
Telecommunications
Energy
Legal
Finance
Corporate Development
Compliance
Operations
Risk Management
Human Resources
Executive Leadership
Mergers & Acquisitions
Due Diligence
Commercial
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Director
Corporate Lawyer
Legal Counsel
Finance Director
Company Secretary
Operations Director
Risk Manager
Commercial Director
Compliance Officer
Business Owner
Merger & Acquisition Specialist
Due Diligence Manager
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