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1. Parties: Identification of transferor and transferee with full legal details
2. Background: Context of the transfer and current business status
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the business transfer
5. Purchase Price: Consideration and payment terms
6. Completion: Transfer process and timing
7. Warranties and Representations: Standard business warranties from seller
8. Employees: Treatment of existing employees
9. Governing Law: Jurisdiction and dispute resolution
1. Non-Compete Provisions: Restrictions on seller's future business activities - use when protecting goodwill of transferred business
2. Intellectual Property: Specific IP transfer provisions - use when IP forms significant business value
3. Property Leases: Transfer of lease agreements - use when business premises are leased
4. Environmental Matters: Environmental compliance and liabilities - use for businesses with environmental impact
1. Asset Schedule: Detailed list of tangible and intangible assets being transferred
2. Employee Schedule: List of transferring employees and their terms
3. Contracts Schedule: Key contracts being transferred
4. Intellectual Property Schedule: Details of IP rights being transferred
5. Property Schedule: Details of real property interests being transferred
6. Completion Obligations: Detailed list of actions required at completion
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Goodwill
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Long Stop Date
Material Adverse Change
Parties
Permits
Purchase Price
Records
Related Entities
Seller's Warranties
SGD
Subsidiary
Tax
Third Party
Trade Secrets
Transfer
Transferee
Transferor
Transferred Assets
Transferred Employees
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Transfer of Assets
Transfer of Employees
Transfer of Contracts
Warranties and Representations
Indemnification
Non-Competition
Non-Solicitation
Confidentiality
Tax Matters
Employee Matters
Intellectual Property
Assignment
Force Majeure
Termination
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Costs and Expenses
Third Party Rights
Further Assurance
Waiver
Counterparts
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