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Asset Purchase Term Sheet
I need an Asset Purchase Term Sheet for acquiring a manufacturing facility in Bavaria, including machinery and equipment, with expected closing in March 2025; the document should particularly focus on environmental compliance and employee transfer provisions under German law.
1. Parties: Identification of the seller and purchaser, including full legal names and registration details
2. Background: Brief context of the transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed asset purchase structure
5. Purchase Price: Proposed purchase price, payment structure, and any adjustments
6. Assets to be Transferred: High-level description of assets included in the transaction
7. Excluded Assets: Clear identification of assets explicitly excluded from the transaction
8. Key Conditions Precedent: Essential conditions that must be met before closing
9. Timeline: Proposed schedule for due diligence, documentation, and closing
10. Exclusivity: Terms of exclusive negotiation period, if applicable
11. Confidentiality: Basic confidentiality obligations of the parties
12. Costs: Allocation of transaction costs between parties
13. Binding Effect: Clear statement of which terms are binding and non-binding
1. Employee Matters: Include when the transaction involves transfer of employees
2. Regulatory Approvals: Include when transaction requires specific regulatory clearances
3. Real Estate: Include when transaction involves transfer of real property
4. Intellectual Property: Include when significant IP assets are part of the transaction
5. Environmental Matters: Include when assets include industrial properties or environmental risks
6. Transition Services: Include when post-closing operational support is required
7. Tax Structure: Include for complex transactions with specific tax considerations
8. Financing: Include when purchase is subject to financing conditions
1. Schedule 1 - Asset List: Preliminary list of major assets to be included in the transaction
2. Schedule 2 - Purchase Price Calculation: Overview of price components and adjustment mechanisms
3. Schedule 3 - Key Employees: List of key employees relevant to the transaction, if applicable
4. Schedule 4 - Timeline: Detailed transaction timeline with key milestones and deadlines
Authors
Manufacturing
Real Estate
Technology
Retail
Healthcare
Industrial
Energy
Automotive
Financial Services
Consumer Goods
Professional Services
Infrastructure
Transportation
Agriculture
Media and Entertainment
Legal
Finance
Mergers & Acquisitions
Corporate Development
Strategy
Tax
Treasury
Operations
Risk Management
Business Development
Corporate Secretary
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Mergers & Acquisitions
Corporate Development Director
Business Development Manager
Financial Controller
Legal Counsel
Tax Director
Integration Manager
Strategy Director
Operations Director
Risk Manager
Investment Manager
Treasury Manager
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