The Asset Purchase Contract is essential for businesses conducting asset acquisitions in Singapore. It's commonly used when a buyer wishes to purchase specific assets rather than acquiring an entire business through shares. The document comprehensively addresses asset identification, valuation, transfer mechanics, and regulatory compliance under Singapore law. Key considerations include stamp duty requirements, GST implications, and industry-specific regulations. This contract type is particularly valuable when parties need to clearly define which assets are included or excluded from the transaction, ensuring a smooth transfer of ownership while managing associated risks and obligations.
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1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and brief description of assets
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and asset description
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Seller's assurances about the assets and business
7. Purchase Price and Payment: Payment terms, adjustments, and mechanics
8. Tax Matters: Tax obligations, allocations and indemnities
9. Governing Law and Jurisdiction: Specification of Singapore law and jurisdiction provisions
1. Due Diligence: Used when buyer requires specific investigation rights pre-completion
2. Employee Matters: Transfer of employees and related obligations when business assets include employee transfers
3. Intellectual Property: IP transfer provisions and licensing arrangements when IP assets are included
4. Non-Competition: Restrictions on seller's competing activities post-completion
5. Transitional Services: Arrangements for temporary continuation of services by seller post-completion
1. Asset Schedule: Detailed list and description of assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Form of Transfer Documents: Ƶ for asset transfer documentation
4. Warranties Schedule: Detailed seller warranties and representations
5. Purchase Price Allocation: Breakdown of purchase price across asset categories
6. Completion Obligations: Detailed list of actions and deliverables required at completion
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