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Asset Purchase Term Sheet
"I need an Asset Purchase Term Sheet under Swiss law for the acquisition of manufacturing equipment and related IP rights from a technology company, with completion targeted for March 2025 and including specific provisions for technology transfer and employee transitions."
1. Parties: Identification of the seller and purchaser, including full legal names and jurisdiction of incorporation
2. Background: Brief context of the proposed transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed asset purchase transaction
5. Purchase Price: Proposed consideration and payment structure, including any adjustments or earn-out mechanisms
6. Assets to be Acquired: High-level description of the assets included in the transaction
7. Excluded Assets: General description of assets explicitly excluded from the transaction
8. Key Conditions Precedent: Major conditions that must be satisfied before closing
9. Timeline: Proposed schedule for due diligence, definitive agreements, and closing
10. Exclusivity: Terms of any exclusive negotiating period
11. Confidentiality: Reference to existing or new confidentiality obligations
12. Binding Effect: Clarification of which provisions are binding (typically confidentiality, exclusivity, and governing law) and which are non-binding
13. Costs: Allocation of transaction costs and expenses
14. Governing Law: Specification of Swiss law as governing law and jurisdiction
1. Assumed Liabilities: Overview of any liabilities to be assumed by the purchaser - include if liability assumption is part of the transaction
2. Excluded Liabilities: Description of liabilities explicitly excluded - include if liability allocation is material to the transaction
3. Employee Matters: High-level terms regarding treatment of employees - include if employees are material to the transaction
4. Key Agreements: List of material contracts to be assigned - include if contract assignment is material
5. Regulatory Approvals: Overview of required regulatory approvals - include if regulatory approval is likely required
6. Break Fee: Terms of any break fee arrangement - include for larger transactions or where significant costs will be incurred
7. Management Arrangements: Overview of any management retention or transition arrangements - include if management continuity is important
8. Tax Structure: Basic outline of proposed tax structure - include for more complex transactions with significant tax implications
1. Schedule 1 - Key Assets: High-level list of material assets to be included in the transaction
2. Schedule 2 - Purchase Price Calculation: Overview of purchase price components and any adjustment mechanisms
3. Schedule 3 - Timeline: Detailed timeline with key milestones and deadlines
4. Appendix A - Form of Exclusivity Agreement: Draft exclusivity agreement terms if not included in main document
Authors
Affiliate
Agreement
Business Day
Closing
Closing Date
Confidential Information
Consideration
Definitive Agreements
Due Diligence
Earnout
Effective Date
Encumbrance
Excluded Assets
Exclusivity Period
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Parties
Purchase Price
Purchaser
Related Persons
Seller
Swiss Francs
Term Sheet
Transaction
Transfer
Working Capital
Recitals
Definitions
Transaction Structure
Purchase Price
Payment Terms
Assets to be Acquired
Excluded Assets
Assumed Liabilities
Excluded Liabilities
Conditions Precedent
Due Diligence
Representations and Warranties
Covenants
Employee Matters
Confidentiality
Exclusivity
Break Fee
Costs and Expenses
Timing
Regulatory Approvals
Tax Matters
Governing Law
Binding Effect
Non-Solicitation
Notices
Assignment
Amendments
Entire Agreement
Counterparts
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Industrial
Consumer Goods
Automotive
Pharmaceuticals
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Strategy
Business Development
Risk Management
Treasury
Compliance
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Legal Director
Finance Director
Business Development Manager
Investment Manager
Transaction Manager
Senior Legal Counsel
Financial Controller
Tax Director
Strategy Director
Risk Manager
Board Member
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