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1. Parties: Identifies and defines the Seller and Buyer with their full legal names and addresses
2. Background: Provides context for the transaction, including brief description of the assets and purpose of the transfer
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core section stating the Seller's agreement to sell and Buyer's agreement to purchase the assets
5. Purchase Price: Specifies the consideration amount and payment terms
6. Completion: Details the completion date, location, and actions required at completion
7. Seller's Warranties: Standard warranties regarding ownership, condition, and right to sell the assets
8. Risk and Title: Specifies when risk and title in the assets passes to the Buyer
9. Further Assurance: Obligation to execute further documents and take additional steps if needed
10. Notices: Specifies how formal notices under the agreement must be given
11. Governing Law: Confirms Malaysian law as governing law and jurisdiction
12. Execution: Signature blocks and execution formalities
1. Tax Matters: Include when there are specific tax implications or allocations to be addressed
2. Intellectual Property: Include when the assets include IP rights that need special treatment
3. Employee Matters: Include when the assets are part of a business with employee considerations
4. Condition Precedent: Include when completion is subject to specific conditions being met
5. Non-Competition: Include when restricting Seller's future competing activities is relevant
6. Confidentiality: Include when specific confidentiality obligations are needed beyond completion
7. Assignment: Include when transfer rights need to be specifically addressed
8. Third Party Rights: Include when third party rights need to be explicitly addressed under Malaysian law
1. Schedule 1 - Asset Description: Detailed description and inventory of all assets being sold
2. Schedule 2 - Purchase Price Allocation: Breakdown of purchase price across different asset categories if relevant
3. Schedule 3 - Encumbrances: List of any existing encumbrances, liens, or charges on the assets
4. Schedule 4 - Required Consents: List of third-party consents required for the transfer
5. Schedule 5 - Completion Obligations: Detailed list of documents and actions required at completion
6. Appendix A - Form of Transfer Documents: Templates of any specific transfer documents required
7. Appendix B - Condition Reports: Any relevant condition reports or valuations for the assets
Manufacturing
Retail
Automotive
Industrial Equipment
Technology
Real Estate
Agriculture
Construction
Healthcare
Hospitality
Transportation
Energy
Mining
Legal
Finance
Operations
Procurement
Compliance
Risk Management
Commercial
Business Development
Asset Management
Property Management
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Finance Director
Operations Manager
Asset Manager
Procurement Manager
Company Secretary
Commercial Director
Risk Manager
Compliance Officer
Property Manager
Contract Administrator
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