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Deposit Agreement For Business Purchase
"I need a Deposit Agreement for Business Purchase for acquiring a manufacturing company in Penang, Malaysia, with a 10% deposit of RM 500,000 to be paid by March 15, 2025, and a 45-day due diligence period."
1. Parties: Identification of the Vendor (seller) and Purchaser (buyer) with full legal names, registration numbers, and registered addresses
2. Background: Brief context of the business sale transaction and purpose of the deposit agreement
3. Definitions: Key terms used throughout the agreement including 'Business', 'Deposit', 'Completion Date', 'Due Diligence Period', and 'Purchase Price'
4. Deposit Payment: Amount of deposit, payment method, timing, and bank account details
5. Purpose of Deposit: Clarification that the deposit secures the purchase and forms part of the purchase price
6. Due Diligence Period: Timeline and scope of the due diligence investigation period
7. Conditions for Business Purchase: Key conditions that must be met for the business purchase to proceed
8. Deposit Status: Terms regarding holding of deposit and whether it's refundable or non-refundable
9. Proceeding to Purchase: Process and timeline for proceeding to the main business purchase agreement
10. Refund Conditions: Circumstances under which the deposit will be refunded
11. Forfeiture Conditions: Circumstances under which the deposit may be forfeited
12. Governing Law: Specification that Malaysian law governs the agreement
13. Execution: Signature blocks and execution requirements
1. Confidentiality: Terms regarding confidential information shared during due diligence - include if sensitive information will be disclosed
2. Interest on Deposit: Terms regarding any interest earned on the deposit if held in an interest-bearing account - include if deposit is substantial
3. Stakeholder Provisions: Terms regarding appointment of stakeholder to hold deposit - include if using a third-party stakeholder
4. Tax Implications: Clarification of tax treatment of deposit - include if there are specific tax considerations
5. Dispute Resolution: Specific dispute resolution procedures - include if parties want alternative dispute resolution mechanisms
6. Force Majeure: Provisions for unforeseen circumstances - include if extended due diligence period or complex conditions
1. Schedule 1 - Business Details: Detailed description of the business being purchased including assets, licenses, and operations
2. Schedule 2 - Deposit Payment Details: Banking and payment information for deposit transfer
3. Schedule 3 - Due Diligence Requirements: List of documents and information to be provided during due diligence
4. Schedule 4 - Conditions Precedent: Detailed list of conditions that must be satisfied before proceeding to purchase
5. Appendix A - Form of Notice: Template notices for key communications (proceeding/termination notices)
6. Appendix B - Timeline: Key dates and deadlines for deposit, due diligence, and decision to proceed
Authors
Business
Business Assets
Business Day
Completion
Completion Date
Confidential Information
Deposit
Deposit Account
Due Diligence
Due Diligence Period
Effective Date
Encumbrance
Long Stop Date
Material Adverse Change
Parties
Permitted Purpose
Purchase Price
Purchaser
Refund Event
Related Documents
Signing Date
Stakeholder
Transaction
Vendor
Working Hours
Definitions
Deposit Payment
Deposit Holding
Due Diligence
Conditions Precedent
Confidentiality
Representations and Warranties
Purchase Progression
Deposit Refund
Deposit Forfeiture
Notices
Force Majeure
Assignment
Costs
Entire Agreement
Severability
Variation
Waiver
Time of Essence
Further Assurance
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Retail
Manufacturing
Food & Beverage
Technology
Professional Services
Healthcare
Education
Real Estate
Construction
Hospitality
Logistics
E-commerce
Industrial
Agriculture
Financial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Business Development
Compliance
Corporate Secretarial
Executive Leadership
Risk Management
Commercial
Chief Executive Officer
Chief Financial Officer
Business Development Manager
Corporate Lawyer
Legal Counsel
Company Secretary
Business Owner
Managing Director
Commercial Director
Mergers & Acquisitions Manager
Investment Manager
Business Broker
Finance Director
Legal Manager
Compliance Officer
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