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Simple Business Sale Agreement
"I need a Simple Business Sale Agreement for selling my Malaysian retail clothing business with 3 outlets in Kuala Lumpur for RM 2.5 million, with completion planned for March 2025 and including a 6-month transition period for staff training."
1. Parties: Identifies and defines the Seller and Buyer with full legal names and registration details
2. Background: Provides context about the business being sold and the parties' intention to enter into the sale transaction
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Sale and Purchase: Core clause establishing the agreement to sell and purchase the business
5. Purchase Price: States the agreed purchase price and payment terms
6. Assets Included: Details the assets included in the sale (inventory, equipment, intellectual property, etc.)
7. Excluded Assets: Specifies any assets explicitly excluded from the sale
8. Liabilities: Clarifies which liabilities are assumed by the buyer and which remain with the seller
9. Completion: Sets out the completion date and requirements for closing the transaction
10. Seller's Warranties: Contains the seller's representations and warranties about the business
11. Buyer's Warranties: Contains the buyer's representations and warranties
12. Confidentiality: Establishes obligations regarding confidential information
13. Governing Law: Specifies Malaysian law as governing law and jurisdiction
1. Employee Transfer: Include when employees will transfer with the business, detailing terms and conditions
2. Intellectual Property Assignment: Include when significant IP assets are part of the sale
3. Non-Compete Clause: Include when restricting seller from competing with the business post-sale
4. Lease Assignment: Include when business premises are leased and the lease will be transferred
5. Post-Completion Obligations: Include when ongoing obligations exist after completion
6. Tax Indemnity: Include when specific tax arrangements or indemnities are required
7. Transition Services: Include when seller will provide post-sale support or training
1. Schedule 1: Asset List: Detailed inventory of all physical assets included in the sale
2. Schedule 2: Intellectual Property: List of all intellectual property rights being transferred
3. Schedule 3: Contracts: List of contracts being assigned or transferred to the buyer
4. Schedule 4: Employee Information: Details of employees including terms of employment and benefits
5. Schedule 5: Financial Statements: Recent financial statements of the business
6. Schedule 6: Property Details: Details of any real property or lease arrangements
7. Appendix A: Form of Transfer Documents: Templates for various transfer documents required at completion
8. Appendix B: Handover Checklist: Detailed list of items and tasks for business handover
Authors
Agreement
Assets
Business
Business Day
Business Records
Completion
Completion Date
Confidential Information
Consideration
Contracts
Deposit
Effective Date
Employees
Encumbrance
Equipment
Excluded Assets
Goodwill
Intellectual Property Rights
Inventory
Liabilities
License
Material Adverse Change
Parties
Premises
Purchase Price
Purchaser
Seller
Signing Date
Stock
Taxation
Trade Secrets
Transfer
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Deposit
Assets Transfer
Excluded Assets
Liabilities
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Assignment
Force Majeure
Termination
Indemnification
Notices
Costs
Entire Agreement
Amendment
Severability
Waiver
Governing Law
Dispute Resolution
Retail
Food & Beverage
Professional Services
Manufacturing
Technology
Healthcare
Education
Construction
Real Estate
Hospitality
Automotive
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Operations
Compliance
Risk Management
Business Development
Executive Leadership
Business Owner
CEO
Managing Director
Corporate Lawyer
Legal Counsel
Business Development Manager
Finance Director
CFO
Company Secretary
Operations Manager
Commercial Director
Mergers & Acquisitions Manager
Risk Manager
Compliance Officer
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