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Asset Purchase Term Sheet
I need an Asset Purchase Term Sheet under Danish law for the purchase of a manufacturing facility, including machinery and equipment, with completion targeted for March 2025 and specific focus on environmental compliance and employee transfer provisions.
1. Parties: Identification of buyer and seller, 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 Overview: High-level description of the proposed transaction structure
5. Assets to be Purchased: Description of assets included in the transaction
6. Purchase Price: Proposed purchase price, payment structure, and any adjustments
7. Timing: Expected timeline for due diligence, definitive agreements, and closing
8. Key Conditions: Essential conditions precedent to closing
9. Exclusivity: Terms of exclusive negotiation period, if applicable
10. Confidentiality: Basic confidentiality obligations regarding the transaction
11. Costs: Allocation of transaction costs between parties
12. Binding Effect: Clarification of which terms are binding and non-binding
1. Financing: Include when purchase price requires external financing arrangements
2. Regulatory Approvals: Required for transactions needing specific regulatory clearances
3. Employee Matters: Include when transaction involves transfer of employees
4. Environmental Matters: Required when assets include property or industrial facilities
5. Intellectual Property: Include when transaction involves significant IP assets
6. Tax Structure: Include for complex transactions with specific tax considerations
7. Post-Closing Covenants: Include when specific post-closing obligations are contemplated
8. Break Fee: Include for larger transactions requiring commitment protection
1. Asset Schedule: Detailed listing of all assets to be purchased
2. Excluded Assets Schedule: 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 included in the transaction
5. Required Consents: List of third-party consents needed for the transaction
6. Timeline: Detailed transaction timeline with key milestones and deadlines
7. Due Diligence Requirements: Outline of key areas for due diligence investigation
Authors
Manufacturing
Real Estate
Technology
Industrial
Retail
Healthcare
Energy
Agriculture
Transportation
Professional Services
Hospitality
Construction
Mining
Telecommunications
Financial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Business Development
Risk & Compliance
Treasury
Tax
Strategy
Operations
Environmental Health & Safety
Real Estate
Facilities
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Investment Director
Legal Director
Finance Director
Business Development Manager
Transaction Manager
Due Diligence Manager
Corporate Lawyer
Investment Analyst
Financial Controller
Risk Manager
Compliance Officer
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