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Sale And Purchase Agreement Spa
"I need a Sale and Purchase Agreement (SPA) for acquiring a small technology company in Singapore, including their software assets and customer contracts, with completion planned for March 2025 and payment in three installments."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of goods/property being sold
5. Purchase Price: Price and payment terms
6. Completion: Timing and process for completion of sale
7. Warranties and Representations: Standard warranties from both parties
8. Governing Law: Specification of Singapore law as governing law
1. Conditions Precedent: Conditions that must be fulfilled before completion - used for complex transactions with pre-completion requirements
2. Due Diligence: Buyer's right to conduct investigations - used for high-value or complex assets
3. Tax Provisions: Specific tax arrangements and responsibilities - used when tax implications are significant
4. Employee Matters: Treatment of employees in asset sales - used when business assets include employees
1. Asset Schedule: Detailed list of assets being sold
2. Disclosure Schedule: Seller's disclosures against warranties
3. Form of Transfer Documents: Templates for transfer documentation
4. Due Diligence Results: Summary of findings from due diligence
5. Property Details: Detailed description of any real property included
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