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The Asset Purchase Agreement is a fundamental transaction document used in Hong Kong for the transfer of business assets from one party to another. It is typically employed when a business wishes to sell specific assets rather than shares or when cherry-picking particular assets from a larger business. The agreement must comply with Hong Kong's legal framework, including the Contracts Ordinance (Cap. 23) and Sale of Goods Ordinance (Cap. 26). It is essential for transactions involving tangible assets (such as equipment, inventory, or real estate) and intangible assets (such as intellectual property rights, contracts, or licenses). The document includes detailed provisions for asset identification, valuation, risk transfer, warranties, and completion mechanics, ensuring a clear and legally enforceable transfer of ownership while protecting both parties' interests under Hong Kong law.

1. Parties: Identification of the seller and purchaser with full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the assets and purpose of the transfer

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Specification of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of when, where, and how completion will take place

9. Warranties and Representations: Seller's warranties about the assets and business

10. Limitations on Claims: Limitations on warranty claims and other liability restrictions

11. Tax Covenant: Allocation of tax liabilities and responsibilities

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Provisions regarding public announcements about the transaction

14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

15. Assignment: Restrictions on assignment of rights under the agreement

16. Notices: Process for giving formal notices under the agreement

17. General: Standard boilerplate provisions

18. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction