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Buy Sell Agreement For Small Business
"I need a Buy Sell Agreement For Small Business to sell my Singapore-based food distribution company with 15 employees and annual revenue of SGD 2.5M, with completion planned for March 2025, including specific provisions for inventory management and supplier contracts."
1. Parties: Identifies and defines the buyer and seller entities, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, nature of the business being sold, and the parties' intentions
3. Definitions: Key terms used throughout the agreement including defined terms for assets, business, completion date, and purchase price
4. Sale and Purchase: Core transaction terms including purchase price, payment terms, and detailed description of what is being sold
5. Completion: Timeline, location, and mechanics of closing the transaction, including conditions precedent and completion obligations
6. Warranties and Representations: Seller's assertions about the business condition, assets, liabilities, and compliance with laws
7. Indemnities: Protection against specific identified risks and allocation of liabilities between parties
8. Confidentiality: Protection of sensitive business information and terms of the transaction
1. Employee Matters: Provisions regarding the transfer of employees, their benefits, and obligations
2. Intellectual Property: Specific provisions for the transfer of IP rights, licenses, and related assets
3. Non-Compete: Restrictions on seller's future business activities and protection of goodwill
4. Earn-out Provisions: Mechanisms for additional payments based on future business performance
5. Tax Matters: Allocation of tax liabilities and obligations between parties
1. Asset Schedule: Comprehensive list of tangible and intangible assets being transferred
2. Financial Statements: Recent financial reports and statements of the business being sold
3. Property Schedule: Details of any real estate or leasehold properties involved in the sale
4. Contract Schedule: List of key contracts, licenses, and permits being transferred
5. Employee Schedule: Details of employees, their terms of employment, and benefits
6. Intellectual Property Schedule: Inventory of all IP assets including trademarks, patents, and copyright materials
7. Completion Checklist: List of documents and actions required at completion
Authors
Assets
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Existing Liabilities
Financial Statements
Governmental Authority
Intellectual Property Rights
Inventory
Key Employees
Law
Liabilities
Licenses
Material Adverse Change
Material Contracts
Parties
Permits
Purchase Price
Related Parties
Representatives
Seller's Knowledge
SGD
Tangible Assets
Tax
Third Party
Transaction Documents
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnification
Due Diligence
Asset Transfer
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Business Continuity
Tax Matters
Liabilities and Debts
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Third Party Rights
Costs and Expenses
Further Assurance
Waiver
Counterparts
Insurance
Books and Records
Customer and Supplier Relations
Environmental Matters
Property Rights
Regulatory Compliance
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