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Business Acquisition Contract
"Need a Business Acquisition Contract for the purchase of a Singapore-based technology manufacturing company with 50 employees, including specific provisions for IP transfer and employee retention, targeting completion by March 2025."
1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and brief description of the business being acquired
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics and timing of closing the transaction
7. Warranties and Representations: Seller's assurances about the business
8. Indemnities: Protection against specific identified risks
1. Post-Completion Obligations: Ongoing obligations after closing, used when there are continuing obligations post-completion
2. Non-Compete Provisions: Restrictions on seller's future business activities, used when protecting goodwill of acquired business
3. Employee Matters: Specific provisions regarding staff transfer, used when employees are being transferred
1. Asset Schedule: Detailed list of assets being transferred
2. Intellectual Property Schedule: List of IP rights being transferred
3. Employee Schedule: List of transferring employees and their terms
4. Property Schedule: Details of real estate assets
5. Material Contracts: Key contracts being transferred
6. Warranties Schedule: Detailed warranties given by seller
7. Disclosure Letter: Seller's disclosures against warranties
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