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Term Sheet For Sale Of Business for the United Kingdom

Term Sheet For Sale Of Business Template for England and Wales

A Term Sheet for Sale of Business under English and Welsh law is a preliminary document that outlines the key terms and conditions for a proposed business sale transaction. It serves as a framework for negotiation and subsequent detailed documentation, typically including proposed purchase price, payment terms, key assets, and conditions precedent. While generally non-binding except for specific provisions (such as confidentiality), it forms the basis for the definitive sale agreement.

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Term Sheet For Sale Of Business

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What is a Term Sheet For Sale Of Business?

A Term Sheet For Sale Of Business is typically used in the early stages of business sale negotiations in England and Wales. It captures the essential commercial terms agreed between parties before proceeding with detailed due diligence and definitive documentation. The document helps align parties' expectations, streamline negotiations, and provide a roadmap for the transaction. While predominantly non-binding, it demonstrates serious intent and commitment to the proposed transaction, serving as a crucial reference point for lawyers drafting the final sale agreement.

What sections should be included in a Term Sheet For Sale Of Business?

1. Parties: Identification of buyer and seller entities

2. Background: Context of the proposed transaction

3. Definitions: Key terms used in the term sheet

4. Transaction Structure: Overview of the proposed deal structure

5. Purchase Price: Proposed consideration and payment terms

6. Key Assets: Overview of main assets included in the sale

7. Timing: Proposed timeline for completion

8. Confidentiality: Terms of information sharing and confidentiality

9. Binding/Non-binding Nature: Statement of which provisions are legally binding

What sections are optional to include in a Term Sheet For Sale Of Business?

1. Due Diligence: Process and scope of due diligence investigation - include for complex transactions requiring detailed investigation

2. Regulatory Approvals: Required regulatory clearances - include when deal requires regulatory approval

3. Employee Matters: Treatment of employees post-completion - include when significant workforce is involved

4. Warranties and Indemnities: Overview of proposed warranty coverage - include for larger transactions with significant risk transfer

What schedules should be included in a Term Sheet For Sale Of Business?

1. Key Assets Schedule: Detailed list of main assets included in the sale

2. Excluded Assets Schedule: List of assets explicitly excluded from the sale

3. Key Contracts Schedule: List of material contracts to be transferred

4. Intellectual Property Schedule: List of IP rights included in the sale

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

Jurisdiction

England and Wales

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions























Clauses






















Industries

Companies Act 2006: Primary legislation governing company structure, shares, transfer of ownership, directors' duties and corporate governance requirements

Financial Services and Markets Act 2000: Regulates financial services activities and potential regulatory approvals needed for business transfers in regulated sectors

Transfer of Undertakings (Protection of Employment) Regulations 2006: Protects employee rights during business transfers and sets out consultation requirements (TUPE)

Sale of Goods Act 1979: Governs the transfer of physical assets as part of the business sale

Corporation Tax Act 2010: Key tax legislation governing corporate tax implications of business sales

Capital Gains Tax Act 1992: Regulates tax on capital gains arising from the sale of business assets

Value Added Tax Act 1994: Governs VAT implications in business transfers

Taxation of Chargeable Gains Act 1992: Controls taxation of gains arising from disposal of business assets

UK GDPR and Data Protection Act 2018: Regulates the transfer of personal data and ensures compliance in data protection during business sales

Competition Act 1998: Governs competition law aspects and potential merger control considerations

Enterprise Act 2002: Regulates merger control and potential Competition and Markets Authority (CMA) approval requirements

Law of Property Act 1925: Governs real estate aspects of business sales where property assets are involved

Intellectual Property Legislation: Various laws governing the transfer of intellectual property rights including patents, trademarks, and copyrights

Environmental Protection Act 1990: Ensures environmental compliance and liability considerations in business transfers

Modern Slavery Act 2015: Ensures compliance with modern slavery requirements in business operations and supply chains

Bribery Act 2010: Ensures anti-corruption compliance and due diligence requirements in business transfers

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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