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Asset Purchase Term Sheet Template for Germany

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Key Requirements PROMPT example:

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.

Document background
The Asset Purchase Term Sheet serves as an essential preliminary document in German M&A transactions, typically used when parties have reached initial agreement on key commercial terms but before committing to detailed transaction documentation. It outlines fundamental aspects such as asset scope, purchase price, conditions precedent, and timeline, while operating within the framework of German commercial law. This document is particularly important in complex asset transactions where parties need to establish clear parameters for further negotiation and due diligence. While most provisions are non-binding, certain sections like confidentiality and exclusivity may create legally binding obligations under German law. The term sheet helps streamline the subsequent preparation of definitive agreements and provides a roadmap for transaction execution.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Real Estate

Technology

Retail

Healthcare

Industrial

Energy

Automotive

Financial Services

Consumer Goods

Professional Services

Infrastructure

Transportation

Agriculture

Media and Entertainment

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Strategy

Tax

Treasury

Operations

Risk Management

Business Development

Corporate Secretary

Relevant Roles

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

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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