The Business Asset Transfer Agreement is essential when a business wants to sell specific assets rather than the entire company structure. This document, governed by Singapore law, provides a detailed framework for asset transfers, including purchase price, warranties, and completion mechanics. It's particularly useful for partial business sales, restructuring, or when acquiring specific business components. The agreement ensures compliance with Singapore's regulatory requirements while protecting both parties' interests through clear terms and conditions, asset schedules, and risk allocation provisions.
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1. Parties: Identification of seller and buyer, including full legal names and registration details
2. Background/Recitals: Context of the transaction, description of the business and assets being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including what is being sold and purchase price
5. Completion: Details of when and how the transfer will take place
6. Purchase Price and Payment: Payment terms, adjustments, and mechanics
7. Seller's Warranties: Standard warranties regarding ownership, condition of assets, etc.
8. Buyer's Warranties: Warranties regarding capacity to purchase and fund the transaction
1. Employee Matters: Terms regarding transfer of employees - use when employees are being transferred with the business
2. Intellectual Property: Specific provisions for IP transfer - use when significant IP assets are involved
3. Post-Completion Obligations: Ongoing obligations after transfer - use when there are continuing obligations post-completion
4. Non-Compete Provisions: Restrictions on seller's future business activities - use when protecting the transferred business from competition
1. Asset Schedule: Detailed list of all assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Employee Schedule: List of transferring employees and their key terms
4. Contracts Schedule: List of contracts being transferred
5. Intellectual Property Schedule: Details of all IP rights being transferred
6. Property Schedule: Details of any real property included in the transfer
7. Form of Transfer Documents: Template documents required for specific asset transfers
8. Completion Checklist: List of actions required at completion
Relevant legal definitions
Clauses
Relevant Industries
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