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Term Sheet For Sale Of Business
"I need a Term Sheet For Sale Of Business to outline the acquisition of my manufacturing company by a multinational corporation, with specific focus on protecting our intellectual property rights and ensuring a smooth transition for our 200+ employees."
1. Parties: Identification of buyer and seller entities
2. Background: Context of the transaction and business being sold
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Whether asset sale or share sale, and key transaction elements
5. Purchase Price: Consideration and payment terms
6. Key Conditions Precedent: Essential conditions to be met before closing
7. Timeline: Key dates and milestones for the transaction
8. Binding Terms: Which provisions are legally binding
1. Due Diligence: Process and scope of due diligence review - include when detailed due diligence process needs to be agreed
2. Exclusivity: Terms of exclusive negotiation period - include when seller agrees not to negotiate with other parties
3. Break Fee: Compensation if deal fails under specific circumstances - include in larger transactions where significant costs may be incurred
4. Employee Matters: Treatment of employees post-transaction - include when significant employee transfers are involved
1. Asset Schedule: List of key assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Key Contracts Schedule: List of material contracts to be transferred
4. Intellectual Property Schedule: List of IP rights included in the sale
5. Key Employee Schedule: List of key employees and their terms
Authors
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Due Diligence
Effective Date
Encumbrance
Excluded Assets
Existing Contracts
Financial Statements
Intellectual Property Rights
Key Employees
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Purchase Price
Related Parties
Seller's Group
Share Capital
Signing Date
Target Company
Transaction
Transaction Documents
Warranties
Working Capital
Transaction Structure
Conditions Precedent
Due Diligence
Exclusivity
Confidentiality
Assets and Liabilities
Employee Matters
Intellectual Property
Material Contracts
Representations and Warranties
Pre-Completion Covenants
Post-Completion Covenants
Non-Competition
Non-Solicitation
Regulatory Approvals
Break Fee
Costs and Expenses
Governing Law
Dispute Resolution
Binding Effect
Termination Rights
Time Period
Notices
Assignment
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