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Asset Purchase Agreement Term Sheet Template for Canada

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Key Requirements PROMPT example:

Asset Purchase Agreement Term Sheet

"I need an Asset Purchase Agreement Term Sheet for purchasing a manufacturing facility in Ontario, including equipment and real estate, with a target closing date of March 15, 2025, and specific provisions for environmental compliance and employee transfers."

Document background
The Asset Purchase Agreement Term Sheet is a crucial preliminary document used in Canadian business transactions when one party intends to acquire specific assets from another. It is typically employed during the early stages of negotiations to document the fundamental understanding between the parties before proceeding with detailed due diligence and the preparation of definitive agreements. The term sheet captures essential commercial terms including price, payment structure, key assets, conditions precedent, and timeline, while operating within the framework of Canadian federal and provincial laws. Although mostly non-binding, it serves as a roadmap for lawyers drafting the final agreement and helps identify potential issues early in the transaction process. This document is particularly important in complex asset purchases where clarity on key terms is essential before incurring significant transaction costs.
Suggested Sections

1. Parties: Identification of the buyer and seller, including full legal names and jurisdiction of incorporation

2. Background: Brief context of the transaction and the business/assets being purchased

3. Definitions: Key terms used throughout the term sheet

4. Purchase and Sale: High-level description of the assets to be purchased and any excluded assets

5. Purchase Price: The proposed consideration and payment structure, including any adjustments

6. Payment Terms: Timing and method of payment, including any deposits or escrow arrangements

7. Key Closing Conditions: Essential conditions that must be met before the transaction can close

8. Due Diligence: Scope and timeline for buyer's due diligence investigation

9. Timeline: Key dates and deadlines for the transaction

10. Exclusivity: Terms of any exclusive negotiating period

11. Confidentiality: Basic confidentiality obligations of the parties

12. Costs: Allocation of transaction costs between parties

13. Binding Effect: Specification of which terms are binding and non-binding

Optional Sections

1. Employee Matters: Terms regarding the transfer of employees, to be included when the transaction involves significant employee transitions

2. Intellectual Property: Special provisions for IP transfers, needed when intellectual property is a key component of the assets

3. Real Estate: Special provisions for real property transfers, included when real estate is part of the asset purchase

4. Environmental Matters: Environmental considerations and obligations, needed for transactions involving industrial assets or real property

5. Regulatory Approvals: List of required regulatory approvals, included for regulated industries or large transactions

6. Transition Services: Overview of any transition services to be provided post-closing, needed when operational continuity is critical

7. Assumed Liabilities: Description of liabilities to be assumed by the buyer, included when liability transfer is complex

8. Financing Contingency: Terms related to buyer's financing requirements, included when purchase is subject to financing

9. Tax Structure: Proposed tax treatment of the transaction, included for complex tax structures

Suggested Schedules

1. Asset Schedule: Preliminary list of key assets to be purchased

2. Price Allocation: Proposed allocation of purchase price across asset categories

3. Key Contracts: List of material contracts to be assigned

4. Required Consents: Preliminary list of third-party consents required for the transaction

5. Excluded Assets: List of specific assets excluded from the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Technology

Real Estate

Healthcare

Retail

Energy

Mining

Agriculture

Transportation

Financial Services

Professional Services

Hospitality

Construction

Telecommunications

Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Business Development

Operations

Risk Management

Strategy

Tax

Compliance

Due Diligence

Integration

Treasury

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Business Development Manager

Finance Director

Transaction Manager

Due Diligence Manager

Corporate Secretary

Investment Manager

Asset Manager

Operations Director

Integration Manager

Risk Manager

Commercial Director

Strategy Director

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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