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Buy Sell Agreement
"I need a Buy Sell Agreement for the purchase of a small manufacturing business in Singapore, with a completion date of March 15, 2025, including specific provisions for employee retention and intellectual property transfer."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including relevant legislative references
4. Sale and Purchase: Core terms of the transaction including subject matter and price
5. Payment Terms: Payment schedule, method, and conditions
6. Delivery: Terms regarding delivery, timing, and logistics
7. Warranties: Representations and warranties by both parties
8. Termination: Conditions and process for agreement termination
9. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Due Diligence: Detailed investigation of assets/business - used in complex commercial transactions
2. Conditions Precedent: Prerequisites before completion - used in multi-stage transactions
3. Non-Compete: Restrictions on competitive activities - used in business sales or when protecting market position
4. Force Majeure: Provisions for unforeseen circumstances - recommended for long-term or high-value contracts
1. Asset Schedule: Detailed list of assets being transferred
2. Price Calculation Schedule: Methodology for calculating purchase price
3. Due Diligence Checklist: List of required documents and verifications
4. Form of Transfer: Template documents for executing the transfer
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Force Majeure Event
Governmental Authority
GST
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Notice
Party/Parties
Purchase Price
Purchaser
Related Corporation
Relevant Authority
Sale Assets
Seller
SGD
Singapore
Taxes
Transaction
Transaction Documents
Transfer
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Due Diligence
Warranties and Representations
Indemnification
Title and Risk
Delivery
Inspection
Confidentiality
Non-Competition
Assignment
Force Majeure
Termination
Notices
Costs and Expenses
Stamp Duty
Tax Matters
Further Assurance
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
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