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Business Asset Transfer Agreement
"Need a Business Asset Transfer Agreement for the sale of our manufacturing equipment and associated IP to a Singapore-based buyer, with completion planned for March 2025 and including post-sale technical support obligations for 6 months."
1. Parties: Identification of seller and buyer, including full legal names and registration details
2. Background/Recitals: Context of the transaction, description of the business and assets being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including what is being sold and purchase price
5. Completion: Details of when and how the transfer will take place
6. Purchase Price and Payment: Payment terms, adjustments, and mechanics
7. Seller's Warranties: Standard warranties regarding ownership, condition of assets, etc.
8. Buyer's Warranties: Warranties regarding capacity to purchase and fund the transaction
1. Employee Matters: Terms regarding transfer of employees - use when employees are being transferred with the business
2. Intellectual Property: Specific provisions for IP transfer - use when significant IP assets are involved
3. Post-Completion Obligations: Ongoing obligations after transfer - use when there are continuing obligations post-completion
4. Non-Compete Provisions: Restrictions on seller's future business activities - use when protecting the transferred business from competition
1. Asset Schedule: Detailed list of all assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Employee Schedule: List of transferring employees and their key terms
4. Contracts Schedule: List of contracts being transferred
5. Intellectual Property Schedule: Details of all IP rights being transferred
6. Property Schedule: Details of any real property included in the transfer
7. Form of Transfer Documents: Template documents required for specific asset transfers
8. Completion Checklist: List of actions required at completion
Authors
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Contracts
Effective Date
Employees
Encumbrance
Excluded Assets
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Purchase Price
Records
Related Corporations
Seller's Group
Seller's Knowledge
Seller's Warranties
SGD
Singapore
Tangible Assets
Tax
Third Party Consents
Transaction
Transfer
Transfer Documents
Warranties
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Assets
Excluded Assets
Assumed Liabilities
Excluded Liabilities
Employee Matters
Intellectual Property
Contracts
Warranties
Indemnities
Tax
Confidentiality
Non-Competition
Non-Solicitation
Third Party Consents
Further Assurance
Assignment
Force Majeure
Notices
Costs
Entire Agreement
Variation
Waiver
Severability
Governing Law
Dispute Resolution
Counterparts
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