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Asset Purchase Agreement Term Sheet

Asset Purchase Agreement Term Sheet Template for Singapore

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Asset Purchase Agreement Term Sheet

"I need an Asset Purchase Agreement Term Sheet for the purchase of manufacturing equipment and associated IP rights from a Singapore-based seller, with a target completion date of March 2025 and including provisions for employee transfers."

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What is a Asset Purchase Agreement Term Sheet?

The Asset Purchase Agreement Term Sheet is a crucial preliminary document used in Singapore business transactions when parties are negotiating the purchase and sale of specific assets. It provides a framework for the detailed agreement to follow, capturing essential commercial terms while remaining legally non-binding except for specific provisions like confidentiality. This document is particularly important in Singapore's sophisticated business environment, where it helps parties align their expectations and expedite the due diligence process while complying with local regulatory requirements.

What sections should be included in a Asset Purchase Agreement Term Sheet?

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

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

3. Definitions: Key terms used throughout the term sheet

4. Purchase Price: Amount and payment terms including payment structure and timing

5. Assets Description: Detailed description of assets being purchased including all material components

6. Closing Conditions: Requirements and conditions precedent for completing the transaction

7. Timeline: Key dates and deadlines for the transaction completion

What sections are optional to include in a Asset Purchase Agreement Term Sheet?

1. Due Diligence: Terms and conditions for buyer's investigation of assets and access to information

2. Employee Matters: Provisions regarding the treatment of employees and related liabilities

3. Regulatory Approvals: Required governmental and regulatory consents and approval process

4. Financing: Terms and conditions related to transaction funding and financing arrangements

What schedules should be included in a Asset Purchase Agreement Term Sheet?

1. Asset Schedule: Detailed listing and description of all assets included in the transaction

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

3. Purchase Price Allocation: Detailed breakdown of purchase price allocation across different asset categories

4. Required Consents: List of third-party approvals and consents required for the transaction

5. Due Diligence Checklist: Comprehensive list of documents and information to be reviewed during due diligence

Authors

Alex Denne

Head of Growth (Open Source Law) @ ֱ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





































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Industries

Sale of Goods Act (Chapter 393): Primary legislation governing the sale and transfer of goods, including definitions of conditions and warranties in sale contracts

Contract Law and Related Acts: Common Law principles, Misrepresentation Act (Chapter 390), and Unfair Contract Terms Act (Chapter 396) governing contractual relationships and representations

Companies Act (Chapter 50): Regulates company operations, corporate approvals, and authority requirements for transactions involving companies

Tax Laws: Includes Goods and Services Tax Act, Income Tax Act, and Stamp Duties Act for various tax implications of asset transfers

Property Laws: Land Titles Act and Conveyancing and Law of Property Act for transactions involving real estate assets

Employment Law: Employment Act and transfer of undertaking provisions for situations involving employee transfers

Competition Act: Regulates competition aspects and merger control requirements for larger transactions

Sector-Specific Regulations: Industry-specific regulations and approval requirements depending on asset type (e.g., financial services, telecommunications)

Personal Data Protection Act: Governs the handling and transfer of personal data that may be part of the transferred assets

Foreign Investment Rules: Regulations concerning foreign buyers and currency control regulations for international transactions

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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