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Sale And Purchase Agreement Spa
"I need a Sale and Purchase Agreement (SPA) for acquiring a small technology company in Singapore, including their software assets and customer contracts, with completion planned for March 2025 and payment in three installments."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of goods/property being sold
5. Purchase Price: Price and payment terms
6. Completion: Timing and process for completion of sale
7. Warranties and Representations: Standard warranties from both parties
8. Governing Law: Specification of Singapore law as governing law
1. Conditions Precedent: Conditions that must be fulfilled before completion - used for complex transactions with pre-completion requirements
2. Due Diligence: Buyer's right to conduct investigations - used for high-value or complex assets
3. Tax Provisions: Specific tax arrangements and responsibilities - used when tax implications are significant
4. Employee Matters: Treatment of employees in asset sales - used when business assets include employees
1. Asset Schedule: Detailed list of assets being sold
2. Disclosure Schedule: Seller's disclosures against warranties
3. Form of Transfer Documents: Templates for transfer documentation
4. Due Diligence Results: Summary of findings from due diligence
5. Property Details: Detailed description of any real property included
Authors
Applicable Law
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Event of Default
Force Majeure
Governmental Authority
GST
Intellectual Property Rights
Liabilities
Losses
Material Adverse Change
Party
Parties
Purchase Price
Purchaser
Related Corporation
Seller
Singapore Dollars
Tax
Taxation
Transaction
Transaction Documents
Warranties
Working Capital
Conditions Precedent
Completion
Representations and Warranties
Seller Warranties
Buyer Warranties
Title and Encumbrances
Due Diligence
Confidentiality
Non-Competition
Employee Matters
Asset Transfer
Intellectual Property
Tax Matters
Indemnification
Force Majeure
Assignment
Termination
Default and Remedies
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment and Waiver
Severability
Further Assurance
Costs and Expenses
Time of Essence
Counterparts
Third Party Rights
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