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Agreement Of Purchase And Sale Of Business Assets Template for Malaysia

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Key Requirements PROMPT example:

Agreement Of Purchase And Sale Of Business Assets

"I need an Agreement of Purchase and Sale of Business Assets for acquiring a manufacturing company's equipment and inventory in Malaysia, with completion planned for March 2025, including provisions for employee transfer and environmental compliance."

Document background
The Agreement Of Purchase And Sale Of Business Assets is a crucial legal instrument used in Malaysian business transactions when one party wishes to acquire specific assets of a business without purchasing the entire corporate entity. This document is essential when structuring asset deals in Malaysia, ensuring compliance with local regulations including the Contracts Act 1950, Sale of Goods Act 1957, and relevant tax legislation. It's particularly useful when buyers want to cherry-pick specific assets while avoiding certain liabilities, or when sellers wish to retain certain parts of their business. The agreement comprehensively covers asset identification, valuation, transfer mechanisms, warranties, and post-completion obligations, while incorporating necessary protections and compliance requirements under Malaysian law.
Suggested Sections

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

2. Background: Recitals explaining the context of the transaction and brief description of the business and assets being sold

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the assets

5. Purchase Price: Statement of the purchase price and payment terms including any adjustments

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

7. Completion: Details of when, where and how the sale will be completed

8. Seller's Representations and Warranties: Warranties regarding ownership, condition of assets, and business operations

9. Purchaser's Representations and Warranties: Warranties regarding capacity to purchase and financial ability

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

11. Post-Completion Obligations: Ongoing obligations after the sale is completed

12. Confidentiality: Provisions protecting confidential information of both parties

13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Required if employees are being transferred as part of the business

2. Intellectual Property: Required if significant IP assets are included in the sale

3. Tax Matters: Detailed tax provisions required for complex transactions or specific tax arrangements

4. Environmental Matters: Required if the business involves environmental risks or compliance requirements

5. Competition/Anti-trust Provisions: Required if the transaction size triggers competition law considerations

6. Transition Services: Required if the seller will provide post-completion support services

7. Non-Compete Provisions: Optional restrictions on seller's future business activities

8. Real Property: Required if real estate assets are included in the sale

9. Third Party Consents: Required if significant third-party contracts need assignment or novation

10. Financing Provisions: Required if the purchase involves external financing arrangements

Suggested Schedules

1. Schedule 1 - Asset List: Detailed inventory of all assets being sold including descriptions and values

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Contracts: List of contracts being transferred or assigned

4. Schedule 4 - Intellectual Property: Details of all IP rights included in the sale

5. Schedule 5 - Employee Information: List of transferring employees and their employment terms

6. Schedule 6 - Properties: Details of any real estate or leasehold properties included

7. Schedule 7 - Permits and Licenses: List of business permits and licenses being transferred

8. Schedule 8 - Purchase Price Allocation: Breakdown of purchase price across asset categories

9. Schedule 9 - Form of Transfer Documents: Templates for specific asset transfer documents

10. Schedule 10 - Completion Checklist: List of actions and documents required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































Clauses



































Relevant Industries

Manufacturing

Retail

Technology

Healthcare

Hospitality

Professional Services

Construction

Real Estate

Food and Beverage

Transportation and Logistics

Education

Agriculture

Mining and Resources

Entertainment and Media

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Risk and Compliance

Operations

Strategy

Mergers and Acquisitions

Due Diligence

Tax

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Financial Controller

Operations Director

Mergers & Acquisitions Manager

Risk Manager

Company Secretary

Commercial Director

Asset Manager

Due Diligence Officer

Compliance Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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