Entity Purchase Agreement for Singapore

Entity Purchase Agreement Template for Singapore

An Entity Purchase Agreement under Singapore law is a comprehensive legal document that governs the sale and purchase of a business entity. It outlines the terms and conditions of the transaction, including purchase price, payment terms, warranties, representations, and indemnities. The agreement must comply with Singapore's Companies Act and other relevant legislation, incorporating specific requirements for corporate transactions in Singapore's jurisdiction. It typically includes detailed provisions for due diligence, conditions precedent, completion mechanics, and post-completion obligations.

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What is a Entity Purchase Agreement?

The Entity Purchase Agreement is a crucial document used in corporate acquisitions and business sales in Singapore. It serves as the primary agreement governing the transfer of ownership of a company or business entity. This document is essential when executing mergers and acquisitions, incorporating Singapore's specific legal requirements and business practices. The agreement typically includes detailed provisions covering purchase price, payment terms, warranties, representations, indemnities, and various conditions precedent. It must comply with Singapore's regulatory framework, including the Companies Act, Securities and Futures Act, and other relevant legislation.

What sections should be included in a Entity Purchase Agreement?

1. Parties: Identification of buyer, seller, and any guarantors

2. Background: Context of the transaction and brief description of the target entity

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including purchase price and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion

6. Completion: Mechanics and timing of completion

7. Warranties and Representations: Seller's warranties about the business and entity

8. Indemnities: Protection against specific identified risks

9. Confidentiality: Obligations regarding confidential information

10. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

What sections are optional to include in a Entity Purchase Agreement?

1. Non-Competition: Restrictions on seller's future business activities - used when protecting goodwill of the business is crucial

2. Tax Covenant: Specific tax-related warranties and indemnities - used for complex transactions with significant tax implications

3. Employee Matters: Specific provisions regarding employees - used when significant employee transfers are involved

4. Earn-out Provisions: Additional payment terms based on future performance - used when part of purchase price is contingent on future performance

What schedules should be included in a Entity Purchase Agreement?

1. Details of the Target Entity: Corporate information, shareholding structure, subsidiaries

2. Warranties: Detailed warranties about the business, assets, and liabilities

3. Completion Obligations: Detailed list of actions required at completion

4. Properties: Details of real estate owned or leased

5. Material Contracts: List and details of key business contracts

6. Intellectual Property: Schedule of IP rights owned or licensed

7. Employee Information: Details of key employees and employment terms

8. Disclosed Matters: Information disclosed against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail

Relevant Teams

Legal
Finance
Corporate Development
Risk Management
Tax
Human Resources

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Director
Merger & Acquisition Manager

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What is a Entity Purchase Agreement?

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What sections are optional to include in a Entity Purchase Agreement?

What schedules should be included in a Entity Purchase Agreement?

Authors

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