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Asset Purchase Term Sheet Template for Australia

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Key Requirements PROMPT example:

Asset Purchase Term Sheet

"I need an Asset Purchase Term Sheet for the acquisition of a manufacturing facility in Melbourne, including machinery and equipment, with completion targeted for March 2025 and special consideration for environmental compliance and employee transfers."

Document background
An Asset Purchase Term Sheet is a crucial preliminary document used in the early stages of asset acquisition transactions in Australia. It serves as a roadmap for the transaction, documenting the key commercial terms agreed between the parties before proceeding to detailed due diligence and definitive documentation. This document typically includes essential information such as asset description, purchase price, payment structure, conditions precedent, timing, and any special considerations specific to the transaction. While mostly non-binding, it demonstrates commitment to the transaction and helps identify potential issues early in the process. The term sheet is particularly useful in complex transactions where clarity on fundamental terms is needed before incurring significant legal and due diligence costs. Its preparation requires consideration of various Australian legal requirements, including corporations law, property law, and specific industry regulations where applicable.
Suggested Sections

1. Parties: Identification of the buyer and seller, including full legal names and ACN/ABN

2. Background: Brief context of the transaction and purpose of the term sheet

3. Definitions: Key terms used throughout the document

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

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

6. Purchase Price: Proposed consideration and payment terms

7. Key Conditions Precedent: Essential conditions that must be satisfied before completion

8. Timing: Proposed timeline for due diligence, documentation, and completion

9. Exclusivity: Terms of any exclusivity period for negotiations

10. Confidentiality: Basic confidentiality obligations

11. Costs: Allocation of transaction costs

12. Non-Binding Nature: Clear statement of which terms are binding/non-binding

13. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Employee Matters: Terms relating to transfer of employees - include when business assets include significant workforce

2. Regulatory Approvals: Required when transaction needs specific regulatory clearances (e.g., FIRB, ACCC)

3. Intellectual Property: Include when IP assets are a significant part of the purchase

4. Environmental Matters: Required when assets include land or operations with environmental considerations

5. Tax Structure: Include when specific tax arrangements are crucial to the transaction

6. Transition Services: Include when seller will provide post-completion operational support

7. Working Capital Adjustment: Include for businesses where working capital is a key consideration

8. Break Fee: Include when parties want to specify termination penalties

Suggested Schedules

1. Asset Schedule: Detailed list and description of assets to be purchased

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

3. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

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

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

6. Due Diligence Requirements: Outline of key due diligence items and process

7. Proposed Timeline: Detailed timeline of key transaction milestones and deadlines

Authors

Alex Denne

Head of Growth (Open Source Law) @ 红杏直播 | 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

Retail

Technology

Real Estate

Mining

Agriculture

Healthcare

Education

Professional Services

Transport and Logistics

Energy and Resources

Construction

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Treasury

Risk Management

Operations

Commercial

Business Development

Company Secretariat

Tax

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Head of Mergers & Acquisitions

Corporate Development Manager

Investment Director

Legal Counsel

Financial Controller

Business Development Manager

Operations Director

Risk Manager

Company Secretary

Transaction Manager

Investment Analyst

Due Diligence Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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