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Asset Purchase Term Sheet Template for Canada

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Key Requirements PROMPT example:

Asset Purchase Term Sheet

"I need an Asset Purchase Term Sheet for acquiring a manufacturing facility in Ontario, including machinery and equipment valued at approximately $5M, with closing targeted for March 2025 and specific provisions for environmental compliance and employee transfers."

Document background
The Asset Purchase Term Sheet is a crucial preliminary document used in Canadian business transactions to establish the fundamental terms and conditions for asset acquisitions. It serves as a roadmap for the transaction and subsequent definitive agreements, typically employed during the initial stages of negotiations between parties. The document outlines essential elements such as asset identification, pricing, payment terms, and conditions precedent, while considering both federal and provincial legal requirements. While generally non-binding (except for specific provisions), it demonstrates serious intent and commitment from both parties to pursue the transaction. The term sheet helps streamline negotiations, reduce misunderstandings, and provide a clear framework for legal counsel to draft the final asset purchase agreement. It's particularly valuable in complex transactions where multiple assets, regulatory considerations, or sophisticated commercial terms are involved.
Suggested Sections

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

2. Background: Brief context of the proposed transaction and relationship between the parties

3. Definitions: Key terms used throughout the term sheet

4. Purchase Assets: Description of the assets to be purchased and any excluded assets

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

6. Payment Terms: Structure and timing of payments, including any deposits or escrow arrangements

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

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

9. Timing: Proposed timeline for definitive agreement and closing

10. Confidentiality: Terms regarding the confidential treatment of information exchanged

11. Exclusivity: Period during which seller will not negotiate with other parties

12. Binding Effect: Statement of which provisions are binding and non-binding

Optional Sections

1. Employee Matters: Terms regarding the treatment of employees when applicable to asset purchase

2. Environmental Matters: Special provisions for transactions involving real estate or environmental risks

3. Intellectual Property: Specific terms for IP transfer when intellectual property is a key asset

4. Regulatory Approvals: Required approvals section when transaction is subject to regulatory oversight

5. Tax Structure: Outline of proposed tax treatment when tax planning is crucial to the transaction

6. Transition Services: Terms for post-closing services provided by seller when needed for business continuity

7. Financing Contingency: Terms related to purchaser's financing when purchase is subject to financing

8. Real Estate Matters: Special provisions when real estate assets are involved

Suggested Schedules

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

2. Price Adjustment Mechanism: Detailed methodology for purchase price adjustments if complex

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

4. Required Consents: List of third-party consents needed for the transaction

Authors

Alex Denne

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

Relevant legal definitions




























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Relevant Industries

Manufacturing

Real Estate

Technology

Healthcare

Retail

Energy

Mining

Agriculture

Transportation

Hospitality

Construction

Professional Services

Media and Entertainment

Financial Services

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Treasury

Operations

Strategy

Risk Management

Business Development

Commercial

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Business Development Manager

Investment Banker

Corporate Lawyer

Transaction Advisory Partner

Due Diligence Manager

Financial Controller

Treasury Manager

Tax Director

Operations Director

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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