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Business Transfer Agreement
"I need a Business Transfer Agreement for the sale of my Singapore-based manufacturing company to a multinational corporation, including transfer of 50 employees and significant intellectual property rights, with completion planned for March 2025."
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the business transfer and brief description of the business
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets, liabilities, and consideration
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Standard business warranties from both parties
7. Employee Matters: Transfer of employees and related obligations
1. Pre-Completion Obligations: Used when there's a gap between signing and completion - includes obligations between signing and completion date
2. Post-Completion Obligations: Ongoing obligations after completion including transitional arrangements and cooperation requirements
3. Non-Compete Provisions: Restrictions on seller's future business activities to protect the goodwill of the transferred business
4. Tax Covenants: Specific tax-related promises and indemnities for significant tax implications
1. Asset Schedule: Detailed list of assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Employee Schedule: List of transferring employees and their terms
4. Contracts Schedule: List of contracts being transferred
5. Properties Schedule: Details of any real property included in the transfer
6. Intellectual Property Schedule: List of IP rights being transferred
7. Completion Obligations: Detailed list of actions required at completion
Authors
Agreed Form
Assets
Business
Business Day
Business Information
Business Records
Completion
Completion Date
Consideration
Contracts
Disclosed
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Goodwill
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Long Stop Date
Material Adverse Change
Permits
Plant and Equipment
Properties
Purchase Price
Seller's Group
Seller's Knowledge
Seller's Warranties
Tax
Third Party Consents
Trade Secrets
Transaction Documents
Transfer Regulations
Transferring Contracts
Transferring Employees
Warranties
Working Capital
Purchase Price and Payment
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Employee Transfer
Contracts Assignment
Warranties and Representations
Indemnities
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Environmental Matters
Property Transfer
Business Information
Data Protection
Liability and Limitations
Insurance
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Costs and Expenses
Entire Agreement
Severability
Amendments
Third Party Rights
Further Assurance
Counterparts
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