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Term Sheet For Sale Of Business for the Netherlands

Term Sheet For Sale Of Business Template for Netherlands

A Term Sheet for Sale of Business under Dutch law is a preliminary document that outlines the key commercial and legal terms for a proposed business acquisition or sale. It serves as a foundation for negotiating and drafting definitive agreements, incorporating essential Dutch legal requirements and market practices. While generally non-binding except for specific provisions (such as confidentiality and exclusivity), it captures the parties' intentions regarding purchase price, transaction structure, key conditions, and timeline. The document reflects Dutch corporate law principles and considers specific requirements under the Dutch Civil Code (Burgerlijk Wetboek), including works council consultation rights and corporate governance requirements.

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Term Sheet For Sale Of Business

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What is a Term Sheet For Sale Of Business?

The Term Sheet for Sale of Business is a crucial document in Dutch M&A practice, typically prepared at the early stages of a business sale transaction after initial commercial discussions but before detailed due diligence and definitive agreements. It captures the essential terms agreed between parties, providing a framework for further negotiations and documentation. The document reflects Dutch market practice and legal requirements, including consideration of works council rights, competition law aspects, and corporate governance rules. While mostly non-binding, certain provisions like confidentiality and exclusivity are typically made binding. The term sheet helps identify potential deal-breakers early and streamlines the negotiation of definitive agreements by documenting key commercial points agreed between parties.

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

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

2. Background: Brief context of the proposed transaction and the business being sold

3. Definitions: Key terms used throughout the document

4. Transaction Structure: Whether share sale, asset sale, or other structure, including any phasing or carve-outs

5. Purchase Price: Proposed consideration, including payment structure, adjustments, and earn-outs if applicable

6. Key Assets: Overview of main assets included in the sale (properties, IP, contracts, etc.)

7. Key Conditions Precedent: Essential conditions that must be met before closing

8. Timeline: Key dates for due diligence, definitive agreements, and closing

9. Confidentiality: Binding provisions regarding confidential information

10. Exclusivity: Binding provisions regarding exclusive negotiations period

11. Costs: Allocation of transaction costs between parties

12. Governing Law: Specification of Dutch law as governing law

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

1. Employee Matters: Include when transfer involves significant workforce considerations, covering treatment of employees, consultations, and benefits

2. Regulatory Approvals: Include when transaction requires specific regulatory clearances (e.g., competition authority approval)

3. Tax Structure: Include when transaction involves complex tax considerations requiring specific structuring

4. Intellectual Property: Include when IP assets are a crucial part of the transaction

5. Environmental Matters: Include when business has significant environmental aspects or risks

6. Post-Closing Covenants: Include when specific post-closing obligations are crucial (e.g., non-compete, transition services)

7. Financing Conditions: Include when buyer's financing arrangements are material to the transaction

8. Break Fee: Include when parties want to specify compensation if either party terminates negotiations

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

1. Corporate Structure: Chart showing current and proposed ownership structure

2. Key Assets Schedule: List of material assets included in the transaction

3. Excluded Assets and Liabilities: List of specific items excluded from the transaction

4. Key Employees: List of important employees and proposed treatment

5. Timetable: Detailed timeline of key transaction milestones and responsibilities

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

Netherlands

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions






























Clauses






























Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Financial Services

Real Estate

Energy

Transportation

Construction

Media and Entertainment

Telecommunications

Agriculture

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Executive Leadership

Mergers & Acquisitions

Business Development

Tax

Human Resources

Operations

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Strategy

Managing Director

Business Development Manager

Investment Manager

M&A Director

Legal Counsel

Financial Controller

Board Member

Company Secretary

Integration Manager

Transaction 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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