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Asset Purchase Term Sheet Generator for the USA

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Key Requirements PROMPT example:

Asset Purchase Term Sheet

"Need an Asset Purchase Term Sheet for acquiring a manufacturing facility in Texas, including all equipment and IP rights, with an expected purchase price of $50M and anticipated closing date in March 2025."

Document background
The Asset Purchase Term Sheet is a crucial document in U.S. M&A transactions that precedes the definitive purchase agreement. It is typically used when parties have reached preliminary agreement on key business terms but before conducting detailed due diligence or drafting comprehensive transaction documents. The term sheet identifies the essential elements of the proposed transaction, including assets to be purchased, purchase price, payment terms, and key conditions, while usually remaining non-binding on the main commercial terms. This document helps ensure all parties have a common understanding of the proposed transaction structure and major terms before investing significant time and resources in due diligence and detailed documentation.
Suggested Sections

1. Parties: Identification of buyer and seller, including legal entities and contact details

2. Background: Context of the transaction and brief description of assets being purchased

3. Transaction Overview: High-level summary of the proposed transaction structure

4. Purchase Price: Proposed consideration and payment terms

5. Assets to be Acquired: Description of assets included in the transaction

6. Timing: Proposed closing timeline and key dates

7. Due Diligence: Overview of due diligence process and requirements

8. Conditions to Closing: Key conditions that must be satisfied before closing

Optional Sections

1. Parties: Identification of buyer and seller, including legal entities and contact details

2. Background: Context of the transaction and brief description of assets being purchased

3. Transaction Overview: High-level summary of the proposed transaction structure

4. Purchase Price: Proposed consideration and payment terms

5. Assets to be Acquired: Description of assets included in the transaction

6. Timing: Proposed closing timeline and key dates

7. Due Diligence: Overview of due diligence process and requirements

8. Conditions to Closing: Key conditions that must be satisfied before closing

Suggested Schedules

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

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

3. Assumed Liabilities Schedule: List of liabilities to be assumed by buyer

4. Key Contracts Schedule: List of material contracts included in the transaction

5. Required Consents Schedule: List of third-party consents required for 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

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Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, must be considered if the assets include any securities as part of the transaction

Securities Exchange Act of 1934: Federal law governing securities trading and broker-dealer registration, relevant for transactions involving publicly traded companies or securities

Hart-Scott-Rodino Antitrust Improvements Act: Federal antitrust legislation requiring notification and review for larger transactions to prevent anti-competitive mergers and acquisitions

Internal Revenue Code: Federal tax laws governing the tax implications and treatment of asset purchases and sales

UCC Article 9: Uniform Commercial Code provisions governing secured transactions and the transfer of personal property

WARN Act: Federal law requiring advance notification of significant employment changes in qualifying business transactions

ERISA: Federal law governing employee benefit plans and their transfer in business transactions

National Labor Relations Act: Federal law protecting employees' rights and governing labor relations in business transactions

CERCLA: Federal environmental law governing liability for cleanup of hazardous waste sites and environmental contamination

Resource Conservation and Recovery Act: Federal environmental law regulating the proper management of hazardous and non-hazardous solid waste

Patent Act: Federal law governing the protection and transfer of patent rights in asset purchases

Copyright Act: Federal law protecting original works of authorship and their transfer in asset purchases

Trademark Act: Federal law (Lanham Act) governing trademark protection and transfer in asset purchases

Trade Secrets Act: Federal law protecting confidential business information and its transfer in asset purchases

State Corporate Laws: State-specific regulations governing corporate transactions and asset transfers within the state's jurisdiction

State Tax Laws: State-specific tax regulations affecting asset purchases and sales within the state

State Bulk Sales Laws: State-specific laws governing the sale of all or substantially all of a business's assets

State Environmental Regulations: State-specific environmental requirements and compliance standards for asset transfers

State Licensing Requirements: State-specific permits and licenses needed for operating certain assets or businesses

Industry-Specific Regulations: Specialized regulations applicable to particular industries (healthcare, financial services, telecommunications, etc.) that affect 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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