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Business Asset Sale Agreement
"Need a Business Asset Sale Agreement for selling my manufacturing equipment and warehouse inventory in Singapore to ABC Manufacturing Pte Ltd, with completion scheduled for March 2025 and including employee transfer provisions for 25 staff members."
1. Parties: Identification and details of the seller and buyer
2. Background: Context of the transaction and brief description of the business/assets
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets being sold and purchase price
5. Completion: Details of closing process and requirements
6. Warranties and Representations: Seller's assurances about the business and assets
7. Indemnities: Protection mechanisms for buyer and seller
1. Employee Transfer: Terms relating to transfer of employees - include when employees are part of the asset transfer
2. Property Assignment: Terms relating to transfer of real property - include when real estate assets are included
3. Intellectual Property: Terms relating to IP transfer and licenses - include when IP assets are included
4. Post-Completion Obligations: Ongoing obligations after closing - include when there are continuing obligations
1. Asset Schedule: Detailed list of all assets being transferred
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Employee Schedule: List of transferring employees and their terms
4. Property Schedule: Details of real property assets
5. Intellectual Property Schedule: List of IP assets being transferred
6. Completion Obligations: Detailed list of actions required at completion
Authors
Assets
Assumed Liabilities
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
GST
Intellectual Property Rights
Inventory
Law
Losses
Material Adverse Change
Material Contracts
Permits
Purchase Price
Records
Related Agreements
Representatives
Seller's Knowledge
SGD
Tax
Third Party
Transaction
Transfer Date
Warranties
Working Capital
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Assets Transfer
Excluded Assets
Assumed Liabilities
Excluded Liabilities
Warranties and Representations
Indemnification
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Insurance
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Third Party Rights
Counterparts
Data Protection
Business Contracts
Property Matters
Inventory
Equipment Transfer
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