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1. Parties: Identification of seller and purchaser with full details
2. Background: Business description, reason for sale, and context
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and payment terms
5. Assets Included: Detailed list of assets being transferred
6. Completion: Completion date and mechanics
7. Seller's Warranties: Standard warranties about the business
8. Restrictive Covenants: Non-compete and non-solicitation provisions
1. Employee Matters: Provisions covering transfer of employees, employment terms, and related obligations
2. Property Assignment: Provisions dealing with transfer of property rights and related obligations
3. Intellectual Property: Provisions covering transfer of IP rights and related protections
4. Ongoing Support: Terms covering transition services and post-completion support by seller
1. Asset Register: Detailed list of all physical assets included in sale
2. Financial Statements: Recent financial statements of the business
3. Employee List: List of employees and their terms of employment
4. Contracts List: Schedule of business contracts being transferred
5. Property Details: Details of any property included in sale
6. Completion Checklist: List of actions required for completion
Assets
Business
Business Day
Business Name
Completion
Completion Date
Confidential Information
Consideration
Contracts
Customer Records
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Existing Contracts
Financial Statements
Goodwill
Governmental Authority
Intellectual Property Rights
Inventory
Law
Liabilities
License
Material Adverse Effect
Parties
Permits
Purchase Price
Purchaser
Records
Restricted Period
Seller
Singapore
Tax
Territory
Third Party
Trade Secrets
Transaction
Transfer
Warranties
Purchase Price and Payment
Completion
Pre-Completion Obligations
Post-Completion Obligations
Assets Transfer
Assumption of Liabilities
Employee Matters
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Business Contracts
Intellectual Property
Tax Matters
Assignment and Succession
Force Majeure
Dispute Resolution
Governing Law
Transition Services
Books and Records
Customer Relations
Business Name Usage
Further Assurance
Notices
Costs and Expenses
Entire Agreement
Severability
Amendments
Third Party Rights
Waiver
Counterparts
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