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Contract For Sale Of Business
"I need a Contract For Sale Of Business for the sale of my Singapore-based manufacturing company with 50 employees, including transfer of premises and machinery, with completion planned for March 2025."
1. Parties: Identification of seller and purchaser with full legal details
2. Background: Context of the sale and brief description of the business
3. Definitions: Key terms used throughout the agreement including relevant legislative references
4. Sale and Purchase: Core transaction terms including purchase price, payment terms, and scope of assets/business being transferred
5. Completion: Completion date, obligations, mechanics and conditions precedent
6. Warranties and Representations: Seller's warranties about the business, assets, employees, and compliance with Singapore laws
7. Employees: Treatment of existing employees, transfer provisions, and compliance with Employment Act
8. Restrictive Covenants: Non-compete and non-solicitation provisions in compliance with Competition Act
1. Property Transfer: Used when real estate is included in sale, including compliance with property laws and lease arrangements
2. Intellectual Property: Transfer of IP rights, including compliance with relevant IP laws and registration requirements
3. Environmental Matters: Environmental compliance and liabilities for manufacturing or industrial businesses
4. Data Protection: Provisions relating to transfer of personal data under PDPA 2012
1. Assets Schedule: Detailed list of all tangible and intangible assets included in the sale
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Employee Schedule: List of transferring employees, their terms and benefits
4. Properties Schedule: Details of any real estate included in the sale including title information
5. Intellectual Property Schedule: List of all IP rights being transferred including registration details
6. Contracts Schedule: List of business contracts being assigned/transferred
7. Warranties Schedule: Detailed warranties given by the seller regarding the business
8. Regulatory Approvals Schedule: List of required regulatory approvals and licenses for the business transfer
Authors
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Due Diligence Materials
Effective Date
Employees
Encumbrance
Excluded Assets
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Long Stop Date
Material Adverse Change
Permits
Properties
Purchase Price
Records
Seller's Group
Seller's Knowledge
Signing Date
Tax
Third Party Consents
Trade Secrets
Transaction Documents
Transferring Employees
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Employees and Pensions
Warranties
Limitations on Liability
Tax Matters
Property
Intellectual Property
Contracts Assignment
Restrictive Covenants
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Insurance
Books and Records
Third Party Rights
Force Majeure
Announcements
Notices
Assignment
Costs
Entire Agreement
Variation
Waiver
Severability
Governing Law
Dispute Resolution
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