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Amendment To Asset Purchase Agreement
"I need to draft an Amendment to Asset Purchase Agreement governed by Hong Kong law to modify the purchase price from HKD 50M to HKD 65M and revise the payment schedule to three installments, with the transaction closing date moved to March 15, 2025."
1. Parties: Identification of the parties to the amendment, which should match the parties in the original Asset Purchase Agreement
2. Background: Recitals referencing the original agreement, its date, and the parties' desire to amend certain provisions
3. Definitions: Key terms used in the amendment, including reference to defined terms in the original agreement
4. Amendment Effective Date: Specifies when the amendments will take effect
5. Amendments: Detailed description of each amendment to the original agreement, clearly referencing the sections being modified
6. Ratification: Confirmation that all other terms of the original agreement remain in full force and effect
7. Integration: Provision stating how this amendment integrates with the original agreement and any previous amendments
8. Governing Law: Confirmation that Hong Kong law governs the amendment (should match the original agreement)
9. Execution: Signature blocks for all parties
1. Representations and Warranties: Additional representations if the amendments materially change the nature of the transaction
2. Conditions Precedent: Include if the amendments are subject to certain conditions being met before becoming effective
3. Regulatory Approvals: Required if the amendments need regulatory clearance
4. Purchase Price Adjustment: Include if the amendments modify the original purchase price or payment terms
5. Third Party Consents: Include if the amendments require approval from third parties
6. Tax Implications: Include if the amendments have specific tax consequences that need to be addressed
7. Transition Provisions: Include if the amendments require a transition period or specific implementation steps
1. Schedule of Amendments: Detailed list of all specific amendments, potentially in tabular format showing original and amended text
2. Amended Purchase Price Calculation: If price terms are being amended, detailed calculations and payment schedule
3. Revised Asset Schedule: If the amendments affect the assets being purchased, updated list or description of assets
4. Regulatory Filings: List of required regulatory filings or approvals needed for the amendments
5. Form of Required Notices: Templates for any notices required to be given in connection with the amendments
Authors
Amendment
Amendment Effective Date
Amended Purchase Price
Original Closing Date
Amended Closing Date
Parties
Amendment Date
Amended Assets
Additional Assets
Excluded Assets
Revised Payment Terms
Adjustment Amount
Amended Conditions Precedent
Transition Period
Completion
Business Day
Hong Kong
Governing Law
Original Definitions
Amended Schedules
Consent
Regulatory Approval
Security Interest
Encumbrance
Material Adverse Change
Force Majeure Event
Stamp Duty
Working Day
Notice
Original Parties
New Party
Guarantor
Implementation Date
Conditions Subsequent
Amendment
Effective Date
Purchase Price Adjustment
Payment Terms
Asset Description
Representations and Warranties
Conditions Precedent
Closing Conditions
Integration
Ratification
Further Assurance
Notices
Governing Law
Regulatory Compliance
Third Party Consents
Implementation
Severability
Assignment
Entire Agreement
Counterparts
Costs and Expenses
Confidentiality
Force Majeure
Dispute Resolution
Amendments and Waivers
Tax
Stamp Duty
Registration Requirements
Authority and Capacity
Manufacturing
Real Estate
Technology
Financial Services
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Mining and Resources
Transportation and Logistics
Media and Entertainment
Legal
Finance
Mergers & Acquisitions
Corporate Development
Operations
Compliance
Risk Management
Business Development
Asset Management
Investment
Due Diligence
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Finance Director
Mergers & Acquisitions Director
Business Development Director
Commercial Director
Asset Manager
Investment Manager
Operations Director
Company Secretary
Risk Manager
Compliance Officer
Transaction Manager
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