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Asset Purchase Agreement
"Need an Asset Purchase Agreement for the sale of manufacturing equipment and associated IP from our Singapore subsidiary to a Malaysian buyer, with completion planned for March 2025 and including employee transfer provisions for 25 staff members."
1. Parties: Identification of buyer and seller with full legal names and details
2. Background: Context of the transaction and brief description of assets
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and asset description
5. Completion: Timing and mechanics of closing the transaction
6. Warranties: Seller's representations about the assets
7. Price and Payment: Purchase price, payment terms, and adjustments
1. Employee Matters: Used when employees are transferring with the assets
2. IP Rights: Required when intellectual property is part of the assets
3. Real Property: When real estate is included in the transaction
4. Tax Covenant: For complex transactions with significant tax implications
5. Competition/Antitrust: When transaction size requires regulatory consideration
1. Asset Schedule: Detailed list and description of all assets being transferred
2. Excluded Assets: List of assets specifically excluded from the transaction
3. Warranties: Detailed warranties given by the seller
4. Properties: Details of any real property included in the sale
5. Contracts: List of contracts being transferred
6. Employees: Details of transferring employees if applicable
7. IP Rights: Schedule of intellectual property assets if applicable
Authors
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Excluded Assets
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Party
Parties
Permitted Encumbrances
Purchase Price
Related Persons
Representatives
Seller's Knowledge
Singapore
SGD
Tax
Taxation
Third Party
Transaction Documents
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Warranties and Representations
Tax Matters
Indemnification
Due Diligence
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment
Severability
Costs and Expenses
Further Assurance
Third Party Rights
Asset Transfer
Employee Matters
Intellectual Property
Data Protection
Environmental Matters
Regulatory Compliance
Insurance
Title and Risk
Security Interest
Announcements
Survival
Time of Essence
Waiver
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