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1. Parties: Identification of buyer and seller, including complete legal entities details
2. Background: Context of the transaction, brief description of the business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and payment terms
5. Assets: Detailed description of what is being transferred
6. Completion: Timing and mechanics of closing the transaction
7. Warranties and Representations: Standard business warranties from seller
8. Confidentiality: Protection of sensitive information
9. Governing Law: Singapore law provisions and jurisdiction
1. Employee Matters: Transfer of employees and related obligations - use when employees are being transferred
2. Property Transfers: Real estate transfer provisions - use when real property is included in sale
3. Intellectual Property: IP transfer and licensing provisions - use when IP assets are significant
4. Non-Compete: Restrictions on seller's future activities - use when protecting goodwill is crucial
5. Regulatory Approvals: Required governmental or regulatory consents - use when regulated industries involved
1. Asset Schedule: Detailed list of all assets being transferred
2. Employee Schedule: List of transferring employees and their terms
3. Intellectual Property Schedule: List of all IP rights being transferred
4. Property Schedule: Details of real estate assets
5. Contracts Schedule: List of contracts being assigned
6. Completion Obligations: Detailed closing checklist
7. Form of Transfer Documents: Templates for transfer instruments
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Due Diligence
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Permits
Property
Purchase Price
Records
Related Party
Seller's Knowledge
SGD
Taxation
Third Party
Transaction Documents
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Assets Transfer
Liabilities Assumption
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnification
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Due Diligence
Conditions Precedent
Tax Matters
Insurance
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Costs and Expenses
Further Assurance
Termination
Survival
Data Protection
Environmental Compliance
Property Transfer
Contract Assignment
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