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Asset Acquisition Agreement
"I need an Asset Acquisition Agreement for my technology company's purchase of server equipment and associated IP rights from a Singapore-based vendor, with completion scheduled for March 2025 and including provisions for post-completion technical support."
1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and brief description of the assets
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and payment terms
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Standard warranties about asset ownership and condition
7. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Employee Matters: Provisions governing the transfer of employees and related obligations when the transaction involves staff transfers
2. Intellectual Property: Specific provisions for IP asset transfers including assignments, licenses and protection of rights
3. Tax Matters: Specific tax arrangements, indemnities and allocations of tax liabilities between parties
4. Transitional Services: Arrangements for post-completion support and temporary service provisions by the seller
1. Asset Schedule: Detailed list and description of assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Completion Requirements: Checklist of documents and actions required at completion
4. Form of Transfer Documents: Template documents for transferring specific assets
5. Warranties Schedule: Detailed warranties given by the seller
6. Disclosure Letter: Seller's disclosures against the warranties
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