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Asset Purchase Agreement Term Sheet Template for England and Wales

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Key Requirements PROMPT example:

Asset Purchase Agreement Term Sheet

"I need an Asset Purchase Agreement Term Sheet for the purchase of a manufacturing facility in Manchester, with a target completion date of March 2025 and including specific provisions for employee transfers and environmental compliance."

Document background
The Asset Purchase Agreement Term Sheet is used in the initial stages of asset purchase transactions governed by English and Welsh law. It is particularly useful when parties have reached preliminary agreement on key commercial terms but need to document these before proceeding with detailed due diligence and final documentation. The term sheet typically includes details about the assets being purchased, purchase price, payment terms, conditions precedent, and timing considerations. While primarily non-binding, it serves as an important reference point for lawyers drafting the final agreement and helps ensure all parties have the same understanding of the transaction structure.
Suggested Sections

1. Parties: Identification of buyer and seller entities

2. Background: Context and purpose of the proposed transaction

3. Definitions: Key terms used in the term sheet

4. Transaction Structure: Overview of the proposed asset purchase

5. Purchase Price: Proposed consideration and payment terms

6. Assets to be Transferred: Description of assets included in the sale

7. Timing: Proposed timeline for completion

8. Confidentiality: Terms of information sharing and confidentiality

Optional Sections

1. Due Diligence: Process for buyer's investigation of assets - include when complex transactions require detailed investigation

2. Conditions Precedent: Prerequisites to completion - include when specific conditions must be met before closing

3. Employee Matters: Treatment of employees - include when workforce transfer is involved

4. Exclusivity: Terms of exclusive negotiations - include when parties want to negotiate exclusively

Suggested Schedules

1. Asset Schedule: Detailed list of assets to be transferred

2. Excluded Assets: List of assets specifically excluded from the transaction

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

4. Intellectual Property: Schedule of IP rights included in the transfer

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

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Sale of Goods Act 1979: Primary legislation governing sale of tangible assets, including implied terms regarding title, quality, and fitness for purpose

Companies Act 2006: Covers corporate authority requirements, filing obligations, and share capital requirements if shares are involved in the asset purchase

Transfer of Undertakings (Protection of Employment) Regulations 2006: Known as TUPE, governs the transfer of employees as part of asset purchases, protecting employment rights

Value Added Tax Act 1994: Addresses VAT implications of asset transfers and Transfer of Going Concern (TOGC) provisions

Capital Allowances Act 2001: Governs the tax treatment of transferred assets in an asset purchase

Data Protection Act 2018 and UK GDPR: Regulates the transfer of personal data as part of asset purchases

Financial Services and Markets Act 2000: Applies when regulated assets or businesses are involved in the transfer

Competition Act 1998: Relevant for larger transactions that might trigger merger control requirements

Stamp Duty Land Tax legislation: Applies to transfers involving real property assets

Environmental Protection Act 1990: Governs environmental considerations and liabilities in asset transfers

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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