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Asset Purchase Agreement Term Sheet Template for Netherlands

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Key Requirements PROMPT example:

Asset Purchase Agreement Term Sheet

"I need an Asset Purchase Agreement Term Sheet under Dutch law for the purchase of manufacturing equipment and related IP rights from a technology company, with completion targeted for March 2025 and including provisions for employee transfers."

Document background
An Asset Purchase Agreement Term Sheet is typically used in the initial stages of an asset acquisition transaction to document the fundamental understanding between parties before proceeding with detailed due diligence and definitive agreements. This document, governed by Dutch law, serves as a roadmap for the transaction by setting out the principal terms, conditions, and timeline for the proposed asset purchase. It is particularly useful in complex transactions where parties need to align on key commercial terms before investing significant resources in detailed due diligence and documentation. The term sheet typically includes essential elements such as asset description, purchase price, payment structure, conditions precedent, and other key terms, while considering Dutch legal requirements and market practices. While most provisions are non-binding, certain sections like confidentiality and exclusivity are often made legally binding.
Suggested Sections

1. Parties: Identification of buyer and seller with full legal names and addresses

2. Background: Brief context of the transaction and parties' intentions

3. Definitions: Key terms used throughout the term sheet

4. Transaction Overview: High-level description of the proposed asset purchase

5. Purchase Price: Proposed consideration and payment structure

6. Assets to be Transferred: General description of assets included in the transaction

7. Excluded Assets: Clear identification of assets explicitly excluded from the transaction

8. Key Conditions Precedent: Essential conditions that must be met before closing

9. Timeline: Proposed schedule for due diligence, documentation, and closing

10. Confidentiality: Basic confidentiality obligations regarding the proposed transaction

11. Exclusivity: Any exclusive negotiation period if applicable

12. Costs: Allocation of transaction costs between parties

13. Governing Law: Specification of Dutch law as governing law

14. Binding Effect: Clear statement of which terms are binding and non-binding

Optional Sections

1. Employee Matters: Include when the transaction involves transfer of employees or employment implications

2. Regulatory Approvals: Include when transaction requires specific regulatory clearances

3. Environmental Matters: Include when transaction involves real estate or environmental risks

4. Intellectual Property: Include when transaction includes significant IP assets

5. Post-Closing Covenants: Include when specific post-closing obligations are crucial

6. Tax Structure: Include when transaction has complex tax implications

7. Transition Services: Include when seller needs to provide post-closing operational support

8. Financing: Include when purchase is subject to financing conditions

Suggested Schedules

1. Schedule A - Asset List: Preliminary list of key assets to be transferred

2. Schedule B - Purchase Price Components: Breakdown of purchase price structure and payment terms

3. Schedule C - Key Employees: List of key employees relevant to the transaction, if applicable

4. Schedule D - Required Consents: List of material third-party or regulatory consents required

5. Schedule E - Timeline: Detailed timeline for key transaction milestones

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





































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Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Infrastructure

Transportation

Professional Services

Agriculture

Mining

Hospitality

Education

Media & Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Operations

Strategy

Risk Management

Compliance

Business Development

Corporate Secretariat

Treasury

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Business Development Manager

Financial Controller

Legal Counsel

Corporate Secretary

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Tax Director

Commercial 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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