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1. Parties: Identification of transferor, transferee, and other relevant parties
2. Background: Context of the original contract and reason for transfer
3. Definitions: Key terms used throughout the agreement
4. Transfer Details: Specific rights and obligations being transferred
5. Effective Date: When the transfer takes effect
6. Consideration: Payment or value exchange for the transfer
7. Representations and Warranties: Statements of fact and assurances by the parties regarding the transfer
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Consent Requirements: Provisions detailing required third-party consents and process for obtaining them
2. Transitional Provisions: Arrangements and responsibilities during the transfer period
3. Regulatory Compliance: Specific provisions addressing compliance with relevant regulations
4. Tax Provisions: Specific provisions dealing with tax implications and responsibilities
5. Data Protection: Provisions dealing with transfer of personal data under PDPA
1. Schedule 1 - Original Contract: Copy of the contract being transferred
2. Schedule 2 - Transfer Rights: Detailed list of rights, obligations and liabilities being transferred
3. Schedule 3 - Consent Documents: Copies of third-party consents and approvals
4. Schedule 4 - Due Diligence Reports: Summary of due diligence findings and outstanding matters
5. Schedule 5 - Transfer Timeline: Detailed timeline for the transfer process and key milestones
Assigned Rights
Assumed Obligations
Business Day
Completion Date
Consent
Consideration
Cut-off Date
Effective Date
Encumbrance
Excluded Rights
Existing Contract
Governing Law
Original Contract
Original Counterparty
Party/Parties
Related Documents
Regulatory Approvals
Remaining Obligations
SGD
Singapore
Transfer
Transfer Date
Transferee
Transferor
Transition Period
Working Day
Definitions
Transfer of Rights
Transfer of Obligations
Consideration
Conditions Precedent
Completion
Representations and Warranties
Indemnification
Consent Requirements
Transitional Arrangements
Further Assurance
Assignment
Confidentiality
Notices
Costs and Expenses
Severability
Entire Agreement
Amendments
Waiver
Counterparts
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
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