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Assumed Liabilities Asset Purchase Agreement
"I need an Assumed Liabilities Asset Purchase Agreement for the acquisition of a manufacturing facility in Jakarta, where we'll be taking over the existing workforce and environmental compliance obligations, with closing expected by March 2025."
1. Parties: Identification of the seller and buyer, including complete legal names, company registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the business and assets being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Assets: Description of the assets being sold and purchased, including the transfer mechanism
5. Assumption of Liabilities: Detailed provisions regarding which liabilities are being assumed by the buyer and which are retained by the seller
6. Purchase Price and Payment: Purchase price, payment terms, and any adjustments
7. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals
8. Closing: Closing mechanics, timing, and deliverables
9. Seller's Representations and Warranties: Representations and warranties regarding the seller, assets, and business
10. Buyer's Representations and Warranties: Representations and warranties regarding the buyer's capacity and authority
11. Pre-Closing Covenants: Obligations of the parties between signing and closing
12. Post-Closing Covenants: Ongoing obligations after closing
13. Employee Matters: Treatment of employees and related liabilities
14. Tax Matters: Tax responsibilities, allocations, and indemnities
15. Indemnification: Indemnification obligations and procedures
16. Termination: Circumstances under which the agreement can be terminated
17. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
18. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment
1. Anti-corruption Compliance: Required when either party is subject to international anti-corruption laws or has specific compliance requirements
2. Environmental Matters: Necessary when the assets include real property or operations with environmental implications
3. Intellectual Property: Required when significant IP assets are included in the transfer
4. Data Protection: Necessary when personal data or customer information is part of the transferred assets
5. Transition Services: Include when the seller will provide post-closing services to the buyer
6. Non-Competition: Include when restricting seller's future competitive activities
7. Foreign Investment Provisions: Required when the buyer is a foreign entity
8. Real Property: Necessary when real estate assets are included in the transfer
1. Schedule of Purchased Assets: Detailed listing of all assets being transferred
2. Schedule of Assumed Liabilities: Detailed listing of all liabilities being assumed
3. Schedule of Excluded Assets: List of assets specifically excluded from the transfer
4. Schedule of Excluded Liabilities: List of liabilities specifically excluded from assumption
5. Schedule of Required Consents: List of third-party and governmental consents required
6. Schedule of Material Contracts: List of key contracts being transferred
7. Schedule of Employees: List of employees and their key employment terms
8. Schedule of Intellectual Property: Detailed listing of IP assets being transferred
9. Schedule of Real Property: Details of any real property assets included
10. Form of Transfer Instruments: Forms of documents to be executed at closing
11. Schedule of Pending Litigation: List of ongoing legal proceedings affecting the assets
12. Schedule of Permits and Licenses: List of governmental permits and licenses being transferred
Authors
Manufacturing
Real Estate
Mining and Resources
Technology
Retail
Healthcare
Agriculture
Financial Services
Transportation and Logistics
Hospitality
Energy
Construction
Telecommunications
Consumer Goods
Industrial Services
Legal
Finance
Mergers & Acquisitions
Corporate Development
Tax
Human Resources
Compliance
Risk Management
Operations
Business Development
Due Diligence
Integration
Treasury
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Mergers & Acquisitions
Finance Director
Legal Director
Business Development Director
Risk Management Officer
Compliance Officer
Tax Director
Operations Director
Human Resources Director
Asset Manager
Investment Manager
Due Diligence Manager
Integration Manager
Transaction Manager
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