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Purchase And Assignment Agreement
"I need a Purchase and Assignment Agreement under Singapore law for the transfer of software licensing rights and associated IP from our tech startup to a major telecommunications company, with completion scheduled for March 2025 and including specific provisions for ongoing technical support."
1. Parties: Identification of parties entering into the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Purchase and Assignment: Detailed description of assets being purchased and assigned
5. Purchase Price and Payment Terms: Consideration and payment mechanism
6. Completion: Timing and mechanics of transfer
7. Warranties and Representations: Statements of fact about the assets and parties
8. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Tax Provisions: Specific provisions dealing with tax treatment, obligations and indemnities for the transaction
2. Intellectual Property Rights: Specific provisions dealing with IP transfer, licensing and protection when IP assets are involved
3. Employee Matters: Provisions dealing with transfer of employees, benefits, and related obligations
4. Regulatory Approvals: Provisions dealing with required governmental or regulatory consents and compliance obligations
1. Asset Schedule: Detailed list and description of assets being transferred
2. Completion Obligations: Detailed list of actions required to be taken by each party at completion
3. Form of Transfer Documents: Templates and forms for subsidiary transfer documentation
4. Warranties Schedule: Comprehensive list of warranties given by seller
5. Encumbrances Schedule: Detailed list of existing charges, liens or encumbrances on the assets
Authors
Assigned Rights
Assets
Business Day
Completion
Completion Date
Consideration
Encumbrances
Effective Date
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Material Adverse Change
Party/Parties
Permitted Encumbrances
Purchase Price
Related Agreements
Representatives
SGD
Singapore
Transaction Documents
Transfer
Warranties
Working Hours
Affiliate
Confidential Information
Data Protection Laws
Employees
Expert
Force Majeure Event
Insurance Policies
Interest Rate
Licensed IP
Material Contracts
Regulatory Approvals
Security Interest
Tax/Taxation
Third Party Rights
Working Capital
Sale and Purchase
Assignment
Purchase Price
Payment Terms
Completion
Conditions Precedent
Warranties and Representations
Seller's Covenants
Buyer's Covenants
Title and Risk
Further Assurance
Confidentiality
Announcements
Assignment and Transfer
Notices
Costs and Expenses
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Tax Matters
Employee Matters
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Force Majeure
Regulatory Compliance
Insurance
Indemnification
Parent Company Guarantee
Security Arrangements
Break Fee
Anti-Corruption
Environmental Matters
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