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Share And Asset Purchase Agreement
"I need a Share and Asset Purchase Agreement for acquiring a Singapore-based technology company, including both its shares and key software assets, with a completion date set for March 2025 and specific provisions for employee retention and IP transfer."
1. Parties: Identification and details of buyer(s) and seller(s)
2. Background: Context of the transaction and brief company history
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets and shares being transferred
5. Consideration: Purchase price, payment terms, and adjustments
6. Conditions Precedent: Prerequisites for completion
7. Completion: Mechanics and timing of closing
8. Warranties and Representations: Seller's assurances about the business and assets
1. Employee Matters: Transfer of employees and related obligations - include when employees are being transferred as part of the transaction
2. Tax Covenant: Special tax indemnities and arrangements - include when specific tax risks need to be addressed
3. Non-Competition: Restrictions on seller's future activities - include when protecting goodwill of the business
4. Transitional Services: Post-completion support arrangements - include when ongoing seller support is needed
1. Asset Schedule: Detailed list of assets being transferred
2. Share Details: Share capital structure and ownership details
3. Properties Schedule: Details of real estate assets
4. Intellectual Property Schedule: List of IP rights being transferred
5. Material Contracts: Key agreements affecting the business
6. Employee Information: Details of transferring employees
7. Warranties: Detailed warranties and disclosures
8. Completion Requirements: Detailed closing checklist and requirements
Authors
Accounts
Acquisition
Agreed Form
Assets
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Material Adverse Change
Material Contracts
Properties
Purchase Price
Purchaser
Seller
Seller's Group
Seller's Warranties
Shares
Singapore Dollar
SGD
Target Company
Tax
Taxation
Tax Authority
Transaction Documents
Warranties
Working Capital
Management Accounts
Confidential Information
Employees
Environmental Laws
Governmental Authority
Losses
Permitted Encumbrances
Related Persons
Relevant Claims
SGX
Subsidiary
Target Group
Third Party Rights
Transfer
Working Capital Adjustment
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Covenants
Warranties and Representations
Assets Transfer
Share Transfer
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Tax Matters
Indemnification
Force Majeure
Termination
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement
Severability
Further Assurance
Third Party Rights
Costs and Expenses
Announcements
Post-Completion Obligations
Working Capital Adjustment
Material Adverse Change
Environmental Matters
Regulatory Compliance
Insurance
Real Property
Data Protection
Transitional Services
Bank Accounts
Powers of Attorney
Waiver
Amendment
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