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Seller Friendly Asset Purchase Agreement
"I need a Seller Friendly Asset Purchase Agreement for selling my manufacturing equipment and IP rights to a Singapore-based buyer, with completion planned for March 2025 and including strong limitations on post-sale warranties and liabilities."
1. Parties: Identification and details of buyer and seller
2. Background: Context and purpose of the transaction
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms and asset description
5. Purchase Price: Consideration and payment terms
6. Completion: Closing mechanics and requirements
7. Seller's Warranties: Basic warranties about asset ownership and authority to sell
8. Governing Law: Choice of Singapore law and jurisdiction
1. Due Diligence: Used when buyer requires pre-completion investigation rights
2. Employee Matters: Required if employees are being transferred
3. IP Transfer: Needed for intellectual property asset transfers
4. Tax Covenants: For complex transactions with tax implications
5. Non-Compete: When restricting seller's future activities
1. Asset Schedule: Detailed list of assets being transferred
2. Completion Obligations: Specific actions required at completion
3. Warranties: Detailed seller warranties (if extensive)
4. Excluded Assets: List of assets specifically excluded from sale
5. Transferring Employees: List of employees transferring (if applicable)
6. Form of Transfer Documents: Templates for specific asset transfer documents
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