The Business Asset Purchase Agreement is utilized when a business wishes to sell specific assets rather than the entire company structure. This document, governed by Singapore law, is essential for transactions involving the transfer of business assets such as equipment, inventory, intellectual property, contracts, and goodwill. It provides a comprehensive framework for the transaction, including purchase price, payment terms, warranties, and completion requirements. The agreement ensures compliance with Singapore's regulatory requirements while protecting both parties' interests through clear allocation of risks and responsibilities.
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1. Parties: Identification and details of buyer and seller entities
2. Background: Context of the transaction and brief description of business assets
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets being sold and purchase price
5. Completion: Timing and mechanics of closing the transaction
6. Warranties and Representations: Seller's assertions about the assets and business
7. Indemnification: Protection and compensation mechanisms
1. Employee Matters: Terms regarding transfer of employees - used when employees are being transferred with the business
2. Intellectual Property: Specific provisions for IP transfer - used when IP assets are included in the sale
3. Real Property: Provisions specific to real estate transfer - used when real estate assets are included
4. Post-Completion Obligations: Ongoing obligations after closing - used when there are continuing obligations post-completion
1. Asset Schedule: Detailed list of all assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Employee Schedule: List of transferring employees and their terms
4. Contracts Schedule: List of contracts being assigned or transferred
5. IP Schedule: Details of intellectual property being transferred
6. Property Schedule: Details of real property assets included in sale
7. Completion Obligations: Checklist of actions required at completion
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