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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."
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
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
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
Manufacturing
Real Estate
Technology
Healthcare
Retail
Energy
Mining
Agriculture
Transportation
Hospitality
Construction
Professional Services
Media and Entertainment
Financial Services
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Treasury
Operations
Strategy
Risk Management
Business Development
Commercial
Compliance
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
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