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1. Parties: Identification of seller(s) and purchaser(s) with full legal names and details
2. Background/Recitals: Context of the transaction, including company details and reason for sale
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will take place, including conditions precedent
6. Seller's Warranties: Standard representations about share ownership, authority to sell, and company status
7. Purchaser's Warranties: Representations about authority to purchase and financial capacity
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Pre-Completion Obligations: Conduct of business between signing and completion - used when there's a gap between signing and completion
2. Tax Covenants: Specific tax-related warranties and indemnities - used for larger transactions or where tax exposure is significant
3. Non-Competition: Restrictions on seller's future business activities - used when protecting goodwill of the business being sold
4. Earn-out Provisions: Additional payment terms based on future performance - used when part of purchase price is contingent on future performance
1. Details of the Shares: Complete description of shares being sold including share certificates
2. Company Information: Key details about the company including financial statements
3. Warranties: Detailed warranties about the company and its business
4. Completion Requirements: List of documents and actions required at completion
5. Disclosed Matters: Exceptions to warranties and known issues
6. Form of Resignation Letters: Template letters for retiring directors if management changes are part of the transaction
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Purchase Price
Purchaser's Group
Relevant Authority
Sale Shares
Seller's Knowledge
Seller's Warranties
Signing Date
SGX
Subsidiaries
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Tax Covenants
Further Assurance
Assignment
Force Majeure
Notices
Costs and Expenses
Entire Agreement
Variations
Waiver
Severability
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Announcements
Data Protection
Termination
Remedies
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