The Share And Asset Purchase Agreement (SAPA) is a sophisticated transaction document used when acquiring both shares in a company and specific assets in Singapore. This hybrid agreement is particularly useful in complex acquisitions where the buyer wishes to acquire both the target company's shares and certain assets that may be held outside the company structure. The document must comply with Singapore's robust regulatory framework, including the Companies Act, Securities and Futures Act, and Competition Act. It typically includes detailed provisions for valuation, transfer mechanics, warranties, and post-completion obligations, while addressing specific Singapore law requirements for share transfers and asset ownership changes.
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1. Parties: Identification and details of buyer(s) and seller(s)
2. Background: Context of the transaction and brief company history
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets and shares being transferred
5. Consideration: Purchase price, payment terms, and adjustments
6. Conditions Precedent: Prerequisites for completion
7. Completion: Mechanics and timing of closing
8. Warranties and Representations: Seller's assurances about the business and assets
1. Employee Matters: Transfer of employees and related obligations - include when employees are being transferred as part of the transaction
2. Tax Covenant: Special tax indemnities and arrangements - include when specific tax risks need to be addressed
3. Non-Competition: Restrictions on seller's future activities - include when protecting goodwill of the business
4. Transitional Services: Post-completion support arrangements - include when ongoing seller support is needed
1. Asset Schedule: Detailed list of assets being transferred
2. Share Details: Share capital structure and ownership details
3. Properties Schedule: Details of real estate assets
4. Intellectual Property Schedule: List of IP rights being transferred
5. Material Contracts: Key agreements affecting the business
6. Employee Information: Details of transferring employees
7. Warranties: Detailed warranties and disclosures
8. Completion Requirements: Detailed closing checklist and requirements
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