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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."
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
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
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
Manufacturing
Retail
Technology
Real Estate
Mining
Agriculture
Healthcare
Education
Professional Services
Transport and Logistics
Energy and Resources
Construction
Hospitality
Media and Entertainment
Legal
Finance
Mergers & Acquisitions
Corporate Development
Treasury
Risk Management
Operations
Commercial
Business Development
Company Secretariat
Tax
Compliance
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
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