An Asset Purchase Agreement Term Sheet is a crucial document used in the preliminary stages of asset acquisition transactions in Switzerland. It is typically prepared when parties have reached a general understanding of the transaction terms but before conducting detailed due diligence and drafting the final agreement. The document serves multiple purposes: it memorializes the key commercial terms agreed between parties, provides a framework for further negotiations, and guides the preparation of the definitive agreement. Under Swiss law, particularly the Swiss Code of Obligations, most provisions in the term sheet are typically non-binding, except for specific clauses such as confidentiality, exclusivity, and governing law. The document is essential for complex asset purchases, helping parties align their expectations and identify potential issues early in the transaction process.
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1. Parties: Identification of the seller and purchaser, including full legal names and jurisdiction of incorporation
2. Background: Brief description of the context of the proposed transaction and the assets being purchased
3. Definitions: Key terms used throughout the term sheet
4. Purchase Price and Payment Terms: Details of the consideration, payment structure, and any adjustments
5. Assets to be Transferred: Description of the assets included in the transaction
6. Excluded Assets: Clear identification of assets explicitly excluded from the transaction
7. Key Conditions Precedent: Essential conditions that must be satisfied before closing
8. Timeline: Expected dates for due diligence, definitive agreement, and closing
9. Transaction Structure: Overview of how the transaction will be structured and executed
10. Confidentiality: Basic confidentiality obligations regarding the transaction
11. Exclusivity: Period during which seller will not negotiate with other parties
12. Governing Law: Confirmation of Swiss law as governing law
13. Binding Effect: Clear statement of which provisions are binding and non-binding
1. Employee Matters: Terms regarding transfer of employees, to be included if employees are part of the transaction
2. Regulatory Approvals: Include if transaction requires specific regulatory clearances
3. Environmental Matters: Include for transactions involving industrial assets or real estate
4. Intellectual Property: Include if IP assets are a significant part of the transaction
5. Tax Structure: Include for transactions with complex tax implications
6. Transition Services: Include if post-closing services are required from seller
7. Real Estate Matters: Include if transaction involves real property transfers
8. Foreign Investment Provisions: Include if transaction involves foreign buyers and Lex Koller considerations
9. Break Fee: Include if parties want to specify termination fees
1. Asset Schedule: Preliminary list of material assets to be transferred
2. Price Calculation Methodology: Framework for calculating final purchase price and adjustments
3. Key Contracts: List of material contracts to be transferred
4. Timeline Overview: Detailed timeline with key milestones and responsibilities
5. Required Consents: List of material third-party or regulatory consents required
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