An Asset Purchase Term Sheet is a crucial preliminary document used in Singapore business transactions to establish the fundamental terms of an asset acquisition. It serves as a roadmap for the transaction, outlining key commercial points including price, payment terms, and conditions precedent. While primarily non-binding, it forms the basis for negotiating definitive agreements and typically includes certain binding provisions. The document is particularly relevant in Singapore's dynamic business environment, where it helps parties align their expectations and expedite the deal process while adhering to local regulatory requirements.
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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Context of the transaction and brief description of the assets
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed transaction and assets to be acquired
5. Purchase Price: Consideration and payment terms
6. Closing Conditions: Prerequisites for transaction completion
7. Timeline: Key dates and deadlines for the transaction
1. Due Diligence: Terms for buyer's investigation of assets - used for complex assets requiring significant investigation
2. Employee Matters: Treatment of employees associated with assets - included when assets include transfer of employees
3. Regulatory Approvals: Required governmental or regulatory clearances - included for regulated industries or large transactions
4. Financing Contingency: Conditions related to buyer's financing - included when purchase is subject to financing
1. Asset Schedule: Detailed list of assets being purchased
2. Price Allocation Schedule: Breakdown of purchase price across asset categories
3. Due Diligence Checklist: List of required documents and information
4. Key Contracts Schedule: List of material contracts associated with assets
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