The Simple Business Sale Agreement is designed for use in Singapore when transferring ownership of a small to medium-sized business. This document is particularly suitable for straightforward business sales where the transaction structure is relatively simple and the due diligence requirements are modest. It covers essential elements such as asset transfer, payment terms, and basic warranties while complying with Singapore's legal framework. The agreement is commonly used for transactions where the business value is moderate and the parties prefer a streamlined approach rather than a complex acquisition agreement.
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1. Parties: Identification and details of the seller and buyer
2. Background: Context of the sale and brief description of the business
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including price and payment terms
5. Completion: Details of closing process and requirements
6. Warranties and Representations: Standard business warranties from seller
7. Governing Law: Specification of Singapore law and jurisdiction
1. Employee Matters: Terms regarding transfer of employees - include when employees are being transferred as part of the business sale
2. Intellectual Property: Transfer of IP rights - include when intellectual property assets are significant part of the sale
3. Non-Compete: Restrictions on seller's future business activities - include when protecting goodwill is crucial to the transaction
4. Due Diligence: Process for buyer investigation - include for complex transactions requiring detailed review
1. Asset Schedule: Detailed list of assets included in sale
2. Financial Statements: Recent financial information of the business
3. Employee List: Details of transferring employees if applicable
4. Contracts Schedule: List of business contracts being transferred
5. Property Schedule: Details of any real property included in sale
Relevant legal definitions
Agreement
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Effective Date
Employees
Encumbrance
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Losses
Material Adverse Change
Parties
Purchase Price
Records
Representatives
Seller's Knowledge
Singapore Dollars
Tax
Transaction
Transfer
Warranties
Confidential Information
Due Diligence
Excluded Assets
Excluded Liabilities
Financial Statements
Material Contracts
Permits
Premises
Restricted Business
Restricted Period
Working Capital
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Effective Date
Employees
Encumbrance
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Losses
Material Adverse Change
Parties
Purchase Price
Records
Representatives
Seller's Knowledge
Singapore Dollars
Tax
Transaction
Transfer
Warranties
Confidential Information
Due Diligence
Excluded Assets
Excluded Liabilities
Financial Statements
Material Contracts
Permits
Premises
Restricted Business
Restricted Period
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Assets Transfer
Warranties and Representations
Seller's Warranties
Buyer's Warranties
Liabilities and Indemnities
Confidentiality
Employee Matters
Tax Matters
Business Operations
Intellectual Property
Assignment
Force Majeure
Notices
Entire Agreement
Severability
Governing Law
Dispute Resolution
Non-Compete
Non-Solicitation
Due Diligence
Post-Completion Obligations
Transitional Services
Property Transfer
Third Party Consents
Insurance
Environmental Matters
Data Protection
Change of Control
Bank Accounts
Guarantees
Purchase Price
Payment Terms
Completion
Conditions Precedent
Assets Transfer
Warranties and Representations
Seller's Warranties
Buyer's Warranties
Liabilities and Indemnities
Confidentiality
Employee Matters
Tax Matters
Business Operations
Intellectual Property
Assignment
Force Majeure
Notices
Entire Agreement
Severability
Governing Law
Dispute Resolution
Non-Compete
Non-Solicitation
Due Diligence
Post-Completion Obligations
Transitional Services
Property Transfer
Third Party Consents
Insurance
Environmental Matters
Data Protection
Change of Control
Bank Accounts
Guarantees
Relevant Industries
Relevant Teams
Relevant Roles
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