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1. Parties: Identification of transferor and transferee, including full legal names and addresses
2. Background: Context of the transfer, including brief description of assets and purpose of transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Asset Description: Detailed description of assets being transferred, including any identifying features, serial numbers, or registration details
5. Consideration: Purchase price, payment terms, and payment method
6. Completion: Details of completion date, location, and deliverables required at completion
7. Transfer of Title: Provisions regarding the transfer of ownership and risk
8. Seller's Warranties: Warranties regarding ownership, condition of assets, and authority to transfer
9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
10. Tax and Expenses: Allocation of stamp duty, registration fees, and other transaction costs
11. Confidentiality: Obligations regarding confidential information
12. Governing Law: Specification of Hong Kong law as governing law and jurisdiction
13. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Regulatory Approvals: Required for regulated assets or when specific governmental approvals are needed
2. Intellectual Property Rights: Required when transfer includes IP assets
3. Employee Matters: Required when transfer affects employment relationships
4. Environmental Matters: Required for assets with environmental implications or liabilities
5. Third Party Consents: Required when transfer requires consent from third parties
6. Post-Completion Obligations: Required when ongoing obligations exist after completion
7. Security Interests: Required when assets are subject to existing security interests
8. Transitional Services: Required when seller needs to provide temporary support post-transfer
1. Schedule 1 - Asset List: Detailed inventory of all assets being transferred
2. Schedule 2 - Consideration Calculation: Breakdown of purchase price and payment structure
3. Schedule 3 - Completion Deliverables: List of documents and items to be delivered at completion
4. Schedule 4 - Form of Transfer Documents: Templates of specific transfer documents required
5. Schedule 5 - Existing Contracts: List of contracts associated with the assets
6. Appendix A - Asset Registration Details: Registration numbers, certificates, and other formal identifiers
7. Appendix B - Due Diligence Results: Summary of key due diligence findings
8. Appendix C - Required Consents: List of required third-party and regulatory consents
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