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Business Purchase Term Sheet
"I need a Business Purchase Term Sheet for acquiring a UAE-based software development company with 50 employees, including provisions for intellectual property transfer and key personnel retention, targeting completion by March 2025."
1. Parties: Identification of buyer and seller entities, including full legal names and registration details
2. Background: Brief context of the proposed transaction and business being purchased
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed purchase structure (asset sale vs share sale)
5. Purchase Price: Proposed consideration and payment terms
6. Key Assets/Business: Description of the business and key assets included in the sale
7. Key Conditions Precedent: Essential conditions that must be met before proceeding to final agreement
8. Timeline: Proposed timeline for due diligence, documentation, and closing
9. Exclusivity: Terms of exclusive negotiation period
10. Confidentiality: Basic confidentiality obligations
11. Costs: Allocation of transaction costs
12. Governing Law: Specification of UAE law as governing law
13. Binding Effect: Clear statement of which terms are binding vs non-binding
1. Employee Matters: Include when the business has significant employee base or key personnel considerations
2. Regulatory Approvals: Include when transaction requires specific regulatory clearances
3. Intellectual Property: Include when IP assets are material to the transaction
4. Real Estate: Include when property assets or leases are material
5. Environmental Matters: Include for businesses with environmental considerations or compliance requirements
6. Tax Structure: Include for complex transactions with specific tax considerations
7. Earn-out Provisions: Include when part of purchase price is contingent on future performance
8. Management Arrangements: Include when discussing post-closing management structure
9. Transitional Services: Include when post-closing transition support is required
1. Business Description Schedule: Detailed description of the business being purchased
2. Key Assets Schedule: List of material assets included in the transaction
3. Purchase Price Calculation: Framework for calculating final purchase price including adjustments
4. Key Contracts Schedule: List of material contracts to be transferred
5. Due Diligence Requirements: Outline of required due diligence scope and documentation
6. Key Personnel: List of key employees or management team members
7. Timeline Schedule: Detailed transaction timeline with key milestones and deadlines
Authors
Agreement
Assets
Business
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Due Diligence
Earnout
Effective Date
Encumbrance
Exclusivity Period
Financial Statements
Governing Law
Intellectual Property
Key Contracts
Key Personnel
Liabilities
Long Stop Date
Material Adverse Change
Purchase Price
Purchaser
Regulatory Approval
Seller
Share Capital
Signing Date
Target Company
Term Sheet
Territory
Transaction
Transfer
UAE
Valuation
Working Capital
Recitals
Transaction Structure
Purchase Price
Payment Terms
Assets and Liabilities
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Non-Competition
Employee Matters
Warranties
Intellectual Property
Real Estate
Material Contracts
Regulatory Compliance
Timeline
Costs
Binding Effect
Break Fee
Governing Law
Dispute Resolution
Notices
Assignment
Third Party Rights
Termination
Good Faith
Force Majeure
Entire Agreement
Retail
Manufacturing
Technology
Healthcare
Real Estate
Hospitality
Financial Services
Professional Services
Construction
Trading
E-commerce
Industrial
Media and Entertainment
Logistics and Transportation
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Corporate Finance
Business Development
Risk Management
Compliance
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Director
Corporate Development Manager
Investment Manager
Legal Counsel
General Counsel
Finance Director
Strategy Director
Mergers & Acquisitions Manager
Commercial Director
Business Owner
Corporate Finance Manager
Transaction Advisory Manager
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