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Acquisition Purchase Agreement
"I need an Acquisition Purchase Agreement for a technology company share purchase, where a foreign buyer is acquiring 100% of shares in a Malaysian software development company, with completion planned for March 2025."
1. Parties: Identification and details of the buyer and seller, including registration numbers and addresses
2. Background: Context of the transaction, including brief description of the target business/assets and transaction rationale
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of consideration, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's representations and warranties about the business/assets
10. Limitation of Liability: Restrictions on warranty claims and general liability caps
11. Indemnities: Specific indemnities and compensation provisions
12. Confidentiality: Obligations regarding transaction and business information confidentiality
13. Announcements: Requirements for public statements about the transaction
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tax Covenant: Detailed tax-related provisions and indemnities, used when tax exposure is a significant concern
2. Employee Matters: Specific provisions regarding employee transfers and obligations, used when workforce transition is involved
3. Intellectual Property: Detailed IP transfer provisions, used when IP assets are material to the transaction
4. Real Estate: Specific provisions for property transfers, used when real estate is a significant component
5. Non-Competition: Restrictions on seller's future business activities, used when protecting goodwill is crucial
6. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based pricing
7. Foreign Investment Provisions: Additional requirements for foreign buyers, used with international parties
8. Environmental Matters: Environmental warranties and indemnities, used in industries with environmental risks
9. Data Protection: Specific provisions for personal data transfer and protection, used when significant data assets are involved
1. Schedule 1 - Target Details: Comprehensive information about the target business/assets
2. Schedule 2 - Purchase Price Calculation: Detailed methodology for price calculations and adjustments
3. Schedule 3 - Warranties: Full set of seller's warranties
4. Schedule 4 - Properties: Details of all real estate assets included in the sale
5. Schedule 5 - Intellectual Property: List of all IP rights being transferred
6. Schedule 6 - Material Contracts: Key contracts affecting the business
7. Schedule 7 - Employees: Details of transferring employees and their terms
8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables and actions
9. Schedule 9 - Form of Transfer Documents: Templates for various transfer instruments
10. Schedule 10 - Permitted Encumbrances: List of accepted existing encumbrances on assets
Authors
Accounting Standards
Adjustment Amount
Agreed Form
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Room
Disclosure Letter
Encumbrance
Environmental Law
Environmental Permit
Financial Year
Governmental Authority
Group
Intellectual Property Rights
Key Contracts
Key Employees
Losses
Management Accounts
Material Adverse Change
Properties
Purchase Price
Purchaser
Purchaser Group
Regulatory Approvals
Sale Shares
Securities Commission
Seller
Seller Group
Signing Date
Subsidiaries
Target Company
Target Group
Tax
Tax Authority
Title Documents
Transaction Documents
Transfer Instruments
Warranties
Working Capital
Background
Definitions
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnities
Limitations on Liability
Tax Covenants
Property Matters
Intellectual Property
Employment
Confidentiality
Non-Competition
Further Assurance
Assignment
Announcements
Costs
Notices
Severability
Waiver
Entire Agreement
Amendments
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Data Protection
Anti-Corruption
Environmental Compliance
Regulatory Compliance
Insurance
Business Conduct
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Energy
Telecommunications
Construction
Agriculture
Mining
Transportation
Education
Professional Services
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Strategy
Operations
Treasury
Tax
Human Resources
Corporate Communications
Board Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Finance Director
Legal Director
Business Development Manager
Investment Manager
Company Secretary
Risk Manager
Commercial Director
Strategy Director
Operations Director
Board Members
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