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1. Parties: Details of the seller, sub-seller, and purchaser
2. Background: Context of the original sale and subsequent sub-sale
3. Definitions: Key terms used throughout the agreement including references to relevant legislation (Sale of Goods Act, Civil Law Act, etc.)
4. Subject Matter of Sale: Description of property/goods being sold
5. Purchase Price: Amount and payment terms
6. Completion: Timing and process of completion
7. Representations and Warranties: Standard warranties by parties
8. Governing Law: Jurisdiction and applicable law (Singapore)
1. Conditions Precedent: Used when completion depends on specific conditions being met, such as regulatory approvals or third-party consents
2. Tax Provisions: Specific arrangements regarding GST, stamp duty, and other applicable taxes
3. Assignment Rights: Rights and restrictions regarding assignment of the agreement to third parties
1. Schedule 1 - Property Details: Detailed description of property/goods including all relevant specifications
2. Schedule 2 - Payment Schedule: Breakdown of payment terms, installments, and due dates
3. Schedule 3 - Original Sale Agreement: Copy of the original sale agreement and relevant transfer documentation
4. Schedule 4 - Title Documents: Copies of relevant ownership documents and certificates
5. Schedule 5 - Completion Requirements: Comprehensive list of documents and requirements for completion
Original Sale Agreement
Property/Goods
Original Seller
Sub-Seller
Purchaser
Completion
Completion Date
Deposit
Purchase Price
Balance Purchase Price
Effective Date
Encumbrances
Business Day
GST
Title Documents
Relevant Authority
Liabilities
Losses
Material Adverse Change
Party/Parties
Representatives
Sale Interest
Stamp Duty
Transaction Documents
Working Day
Default Events
Force Majeure Event
Security Interest
Transfer Documents
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Covenants
Title and Encumbrances
Risk and Insurance
Assignment
Default
Termination
Force Majeure
Confidentiality
Notices
Costs and Expenses
Stamp Duty
Tax
Entire Agreement
Amendments
Waiver
Severability
Further Assurance
Time of Essence
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Indemnification
Authority and Capacity
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