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Liability Transfer Agreement
"Need a Liability Transfer Agreement to transfer all outstanding construction project liabilities from ABC Construction Pte Ltd to XYZ Builders Pte Ltd, with completion scheduled for March 15, 2025, including specific provisions for ongoing warranty obligations."
1. Parties: Identification and details of the transferor and transferee
2. Background: Context of the liability transfer, including description of original liability
3. Definitions: Key terms used throughout the agreement
4. Transfer of Liability: Core provisions detailing the transfer mechanism and scope
5. Consideration: Details of payment or other consideration for the transfer
6. Representations and Warranties: Standard assurances from both parties
7. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Conditions Precedent: Prerequisites before transfer becomes effective - use when transfer depends on specific conditions being met
2. Regulatory Compliance: Specific regulatory requirements - use when transfer involves regulated industries
3. Third Party Consents: Requirements for obtaining third party approvals - use when original liability involves third party rights
4. Tax Provisions: Allocation of tax liabilities - use when transfer has significant tax implications
1. Schedule 1 - Details of Original Liability: Detailed description of liability being transferred
2. Schedule 2 - Related Agreements: List of associated agreements affected by the transfer
3. Schedule 3 - Transfer Timeline: Key dates and milestones for the transfer process
4. Appendix A - Required Consents: List of required third party and regulatory approvals
5. Appendix B - Form of Notice: Template for notifying relevant parties of the transfer
Authors
Applicable Law
Business Day
Completion
Completion Date
Confidential Information
Consideration
Effective Date
Encumbrance
Existing Liability
Governmental Authority
Indemnified Party
Indemnifying Party
Liability
Losses
Material Adverse Effect
Notice
Original Agreement
Original Creditor
Parties
Related Agreements
Representatives
Singapore
Tax
Third Party
Transfer
Transferee
Transferor
Transaction Documents
Warranties
Transfer of Liability
Consideration
Conditions Precedent
Completion
Representations and Warranties
Indemnification
Third Party Rights
Confidentiality
Assignment
Notices
Force Majeure
Set-off
Further Assurance
Costs and Expenses
Severability
Entire Agreement
Amendments
Waiver
Counterparts
Time of Essence
Governing Law
Dispute Resolution
Release
Regulatory Compliance
Tax Matters
Survival
Continuing Obligations
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