The Contract For Sale of Business Assets is a crucial legal document used in Malaysian business transactions when one party wishes to sell and another wishes to acquire specific business assets without purchasing the entire company. This agreement is essential for transactions governed by Malaysian law, particularly under the Contracts Act 1950 and Sale of Goods Act 1957. It details the assets being transferred, purchase price, payment terms, warranties, and completion requirements. The document becomes necessary when businesses are restructuring, downsizing, or divesting specific assets, and it provides legal protection for both parties while ensuring compliance with Malaysian regulatory requirements for asset transfers, including appropriate registrations and tax considerations.
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1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business and assets being sold, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including what is being sold and the basic agreement to sell and purchase
5. Purchase Price: The agreed price, payment terms, deposit requirements, and payment method
6. Completion: Details of when and how the sale will be completed, including completion date and logistics
7. Seller's Warranties: Standard warranties regarding ownership, condition of assets, and authority to sell
8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and its protection
11. Governing Law: Specification of Malaysian law as governing law and jurisdiction
12. Notices: How formal notices under the agreement should be given
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Employee Matters: Required when employees are being transferred as part of the business assets
2. Intellectual Property: Needed when the sale includes trademarks, patents, copyrights, or other IP rights
3. Real Property: Required when the assets include land or buildings
4. Third Party Consents: Necessary when certain assets require consent from third parties for transfer
5. Tax Matters: Detailed tax provisions when there are specific tax implications or arrangements
6. Post-Completion Obligations: Added when there are specific requirements after completion, such as transitional services
7. Non-Competition: Include when restricting the seller from competing post-sale
8. Environmental Matters: Required when the assets include property with potential environmental liabilities
9. Debt and Encumbrances: Needed when there are specific arrangements regarding existing debts or encumbrances
1. Schedule 1 - Asset List: Detailed inventory of all assets being sold, including descriptions and quantities
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of any real property included in the sale
4. Schedule 4 - Intellectual Property: List and details of all intellectual property rights being transferred
5. Schedule 5 - Contracts: List of contracts being transferred or assigned
6. Schedule 6 - Employees: Details of employees being transferred, including terms and conditions
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Form of Transfer Documents: Templates of documents required for transferring specific assets
9. Schedule 9 - Completion Requirements: Detailed list of actions and documents required for completion
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