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Business Asset Purchase Agreement
"I need a Business Asset Purchase Agreement for the sale of our manufacturing equipment and related IP from our Singapore subsidiary to a Malaysian buyer, with completion planned for March 2025 and including employee transfer provisions for 25 staff members."
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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