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Asset Sale Agreement
"Need an Asset Sale Agreement for the sale of manufacturing equipment and related IP from our Singapore subsidiary to a Malaysian buyer, with completion scheduled for March 2025 and including post-sale technical support provisions."
1. Parties: Identification and details of the parties involved in the asset sale
2. Background: Context, purpose, and commercial rationale for the asset sale transaction
3. Definitions: Key terms and their meanings used throughout the agreement
4. Sale and Purchase: Core transaction terms including asset description, price, and transfer details
5. Completion: Timing, mechanics, and conditions for closing the transaction
6. Warranties: Standard representations about the assets and parties' capacity
7. Payment Terms: Price, payment method, timing, and any adjustments
8. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution
1. Employee Matters: Used when employees are being transferred with the assets, covering employment terms and obligations
2. Intellectual Property: Required when IP assets are included in the sale, covering ownership and licensing
3. Tax Matters: Detailed tax provisions for complex transactions including GST and stamp duty arrangements
4. Environmental Matters: Required for assets with environmental implications or compliance requirements
5. Transitional Services: When post-completion services are needed for business continuity
1. Asset Schedule: Detailed list and description of all assets being sold
2. Completion Documents: List of documents required at completion including forms and certificates
3. Warranties Schedule: Detailed warranties given by seller regarding the assets
4. Encumbrances Schedule: List of existing liens or encumbrances on the assets
5. Employee Schedule: Details of transferring employees including terms and conditions
6. Form of Transfer Documents: Templates for asset transfer documentation and other required forms
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