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Deposit Agreement For Business Purchase
"I need a Deposit Agreement For Business Purchase for the acquisition of a medium-sized tech company in Singapore, with a 10% deposit to be held in escrow until March 2025, and specific provisions for due diligence requirements and potential earnout arrangements."
1. Parties: Identification of buyer, seller, and any guarantors involved in the business purchase agreement
2. Background: Context of the transaction, description of the business being purchased, and intention of parties
3. Definitions: Key terms and definitions used throughout the agreement including Business, Deposit, Completion Date, etc.
4. Deposit Amount: Specification of deposit sum, calculation method, and agreed percentage of total purchase price
5. Payment Terms: Timeline, method, and conditions for deposit payment including bank details and confirmation requirements
6. Conditions for Release: Circumstances under which deposit will be released, refunded, or forfeited
7. Default Provisions: Consequences of breach by either party and remedies available
8. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Due Diligence Period: Terms and duration for buyer's investigation period, including rights to terminate based on findings
2. Escrow Provisions: Terms for third-party holding of deposit, including escrow agent's duties and release conditions
3. Interest Provisions: Terms for interest earned on deposit during holding period and allocation between parties
4. Confidentiality: Provisions for maintaining confidentiality of transaction and business information during negotiations
1. Schedule 1 - Business Details: Comprehensive description of business assets, liabilities, and components included in sale
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment terms, timeline, and milestone payments
3. Schedule 3 - Conditions Precedent: List of conditions that must be met before completion of business purchase
4. Appendix A - Due Diligence Requirements: Detailed list of documents and information to be provided during due diligence
5. Appendix B - Form of Notice: Template notices for key communications between parties including deposit confirmation
Authors
Business
Business Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Deposit
Deposit Payment Date
Due Diligence Period
Effective Date
Encumbrance
Escrow Account
Escrow Agent
Force Majeure Event
Guarantor
Long Stop Date
Material Adverse Change
Party
Parties
Purchase Price
Purchaser
Related Corporations
Relevant Authorities
Sale and Purchase Agreement
Seller
SGD
Singapore Dollars
Signing Date
Termination Event
Transaction Documents
Working Hours
Payment Terms
Escrow Arrangements
Due Diligence
Conditions Precedent
Release of Deposit
Forfeiture of Deposit
Representations and Warranties
Confidentiality
Default and Remedies
Force Majeure
Termination
Notices
Assignment
Entire Agreement
Severability
Amendment
Waiver
Time of Essence
Costs and Expenses
Further Assurance
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Interest on Late Payment
No Partnership or Agency
Good Faith
Non-Competition
Non-Solicitation
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