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Acquisition Purchase Agreement
"I need an Acquisition Purchase Agreement for our technology company's purchase of a Singapore-based software development firm, with a purchase price of SGD 5 million and specific provisions for intellectual property transfer and employee retention, targeting completion by March 2025."
1. Parties: Identification and details of the buyer and seller
2. Background/Recitals: Context of the transaction and relationship between parties
3. Definitions and Interpretation: Key terms and their meanings used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and assets/shares being acquired
5. Consideration: Payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Completion: Mechanics of closing the transaction
8. Warranties and Representations: Statements of fact and assurances from both parties
9. Indemnities: Protection against specific identified risks
10. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms
1. Post-Completion Obligations: Ongoing obligations after closing, used when there are continuing obligations post-completion
2. Non-Competition: Restrictions on seller's future business activities, used when protecting goodwill of acquired business
3. Employee Matters: Treatment of employees post-acquisition, used when employees are transferring with the business
4. Tax Covenant: Specific tax-related provisions and protections, used when tax liabilities need specific treatment
1. Asset Schedule: Detailed list of assets being transferred
2. Warranties Schedule: Detailed warranties given by the seller
3. Disclosure Letter: Exceptions to warranties
4. Properties Schedule: Details of real estate assets involved
5. Intellectual Property Schedule: List of IP rights being transferred
6. Material Contracts: Key agreements affecting the business
7. Completion Requirements: Detailed list of closing deliverables
Authors
Agreement
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Purchase Price
Purchase Price Adjustment
Related Party
Representatives
Sale Shares
Seller's Knowledge
SGD
Singapore Dollars
Subsidiaries
Target Company
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Conduct
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Tax Matters
Material Contracts
Further Assurance
Assignment
Force Majeure
Notices
Amendments
Waiver
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Counterparts
Data Protection
Dispute Resolution
Governing Law
Jurisdiction
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