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Purchase And Sale Agreement Business Template
I need a Purchase And Sale Agreement Business Template for acquiring a small manufacturing company in Singapore, with specific provisions for machinery and equipment transfer, and employee retention requirements for at least 20 key staff members, with completion planned for March 2025.
1. Parties: Identification of buyer and seller with full legal names and registration details
2. Background/Recitals: Context of the transaction and brief description of the business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and what is being sold
5. Purchase Price and Payment Terms: Details of consideration, payment schedule, and payment methods
6. Completion: Closing mechanics, conditions precedent, and timing
7. Seller's Warranties: Standard business warranties and representations
8. Buyer's Warranties: Basic warranties regarding capacity to purchase
9. Governing Law and Jurisdiction: Singapore law and jurisdiction clause
1. Employee Matters: Terms regarding transfer of employees - use when employees are being transferred as part of the sale
2. Property Rights: Transfer of real estate or lease arrangements - use when real property is included in the sale
3. Intellectual Property: IP transfer provisions - use when significant IP assets are involved
4. Non-Compete Provisions: Restrictions on seller's future business activities - use when protecting goodwill is crucial
5. Tax Matters: Special tax provisions and allocations - use when complex tax implications exist
1. Asset Schedule: Detailed list of assets being transferred
2. Financial Statements: Recent financial statements of the business
3. Employee Schedule: List of transferring employees and their terms
4. Intellectual Property Schedule: List of IP assets being transferred
5. Material Contracts: List of key contracts being assigned
6. Property Schedule: Details of real estate assets or leases
7. Completion Checklist: List of documents and actions required at completion
Authors
Agreed Form
Assets
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Financial Statements
Governmental Authority
Intellectual Property Rights
Inventory
Key Employees
Law
Liabilities
Long Stop Date
Material Adverse Change
Material Contracts
Permits
Property
Purchase Price
Related Party
Representatives
SGST
Signing Date
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
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Asset Transfer
Intellectual Property
Real Property
Material Contracts
Tax Matters
Insurance
Regulatory Compliance
Further Assurance
Assignment
Force Majeure
Notices
Entire Agreement
Amendment
Severability
Waiver
Costs and Expenses
Dispute Resolution
Governing Law
Jurisdiction
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