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Asset Purchase Term Sheet
"I need an Asset Purchase Term Sheet for the acquisition of a manufacturing facility in Penang, Malaysia, with completion targeted for March 2025; the document should include specific provisions for employee transfers and environmental compliance."
1. Parties: Identification of buyer, seller and any guarantors
2. Background: Brief context of the transaction and relationship between parties
3. Definitions: Key terms used throughout the term sheet
4. Transaction Overview: High-level description of the proposed transaction structure
5. Assets to be Purchased: General description of assets included in the sale
6. Purchase Price: Proposed consideration and payment terms
7. Key Conditions Precedent: Essential conditions that must be met before closing
8. Timeline: Proposed schedule for due diligence, documentation and closing
9. Exclusivity: Terms of exclusive negotiation period if applicable
10. Confidentiality: Obligations regarding transaction confidentiality
11. Costs: Allocation of transaction costs between parties
12. Governing Law: Specification of Malaysian law as governing law
13. Binding Effect: Clear statement of which terms are binding vs non-binding
1. Regulatory Approvals: Required when transaction needs specific regulatory clearances
2. Employee Matters: Include when transfer involves employee considerations
3. Tax Structure: Add for complex transactions with specific tax considerations
4. Environmental Matters: Include for assets with environmental implications
5. Intellectual Property: Add when IP assets are part of the transaction
6. Transition Services: Include when post-closing services are needed from seller
7. Break Fee: Add when parties want to include termination penalties
8. Foreign Investment Provisions: Required when foreign investors are involved
1. Schedule 1 - Asset List Categories: High-level categories of assets to be purchased
2. Schedule 2 - Indicative Timeline: Detailed timeline with key milestones and deadlines
3. Schedule 3 - Price Calculation: Overview of purchase price components and adjustments
4. Schedule 4 - Key Contacts: List of key personnel and advisors for each party
Authors
Business Day
Completion
Completion Date
Confidential Information
Consideration
Due Diligence
Effective Date
Encumbrance
Exclusivity Period
Execution Date
Governmental Authority
Long Stop Date
Material Adverse Change
Purchase Price
Purchaser
Ringgit Malaysia
Seller
Signing Date
Term Sheet
Transaction
Transfer
Valuation Date
Working Hours
Recitals
Definitions
Transaction Structure
Asset Description
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Costs and Expenses
Timeline
Regulatory Approvals
Governing Law
Binding Effect
Termination Rights
Notices
Assignment
Amendments
Third Party Rights
Execution
Manufacturing
Real Estate
Technology
Industrial
Retail
Agriculture
Mining
Energy
Healthcare
Hospitality
Transportation
Financial Services
Telecommunications
Infrastructure
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Operations
Strategy
Tax
Compliance
Treasury
Business Development
Corporate Secretariat
Investment
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Finance Director
Corporate Development Manager
Legal Counsel
Investment Manager
Business Development Director
Operations Director
Risk Manager
Company Secretary
Asset Manager
Transaction Manager
Integration Manager
Due Diligence Manager
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