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Asset Purchase Agreement Term Sheet
I need an Asset Purchase Agreement Term Sheet under Danish law for the acquisition of a manufacturing facility with associated machinery and equipment, including provisions for employee transfer and environmental compliance, with completion targeted for March 2025.
1. Parties: Identification of buyer and seller, including full legal names and registration details
2. Background: Brief context of the transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the term sheet
4. Transaction Overview: High-level description of the proposed transaction structure and assets to be purchased
5. Purchase Price: Proposed consideration, payment terms, and any price adjustment mechanisms
6. Assets to be Transferred: Description of assets included in the transaction
7. Excluded Assets: Clear identification of assets explicitly excluded from the transaction
8. Key Conditions Precedent: Essential conditions that must be satisfied before closing
9. Timeline: Proposed schedule for due diligence, documentation, and closing
10. Binding Terms: Specification of which terms are legally binding (typically confidentiality, exclusivity, and governing law)
11. Governing Law: Confirmation of Danish law as governing law and jurisdiction provisions
1. Assumed Liabilities: Used when the buyer will assume certain liabilities as part of the transaction
2. Employee Matters: Include when the transaction involves transfer of employees
3. Regulatory Approvals: Required for transactions subject to regulatory oversight or competition law requirements
4. Transition Services: Include when post-closing operational support from seller is needed
5. Intellectual Property Rights: Required when IP assets are a significant part of the transaction
6. Real Estate: Include when the transaction involves transfer of real property
7. Environmental Matters: Required for transactions involving industrial assets or environmental risks
8. Break Fee: Include when parties want to specify compensation for transaction termination
9. Exclusivity Period: Used when seller agrees to negotiate exclusively with the buyer
10. Tax Structure: Include when specific tax structuring is important to the transaction
1. Asset Schedule: Detailed listing of all assets to be transferred
2. Excluded Assets Schedule: Detailed listing of specifically excluded assets
3. Price Adjustment Mechanism: Detailed methodology for any purchase price adjustments
4. Key Contracts: List of material contracts to be transferred
5. Required Consents: List of third-party consents needed for the transaction
6. Employee Information: Details of employees to be transferred (if applicable)
7. Intellectual Property Schedule: List of IP rights included in the transaction
8. Real Estate Schedule: Details of any real property included in the transaction
9. Timeline Schedule: Detailed transaction timeline and key dates
Authors
Assets
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Consideration
Due Diligence
Effective Date
Employees
Encumbrance
Excluded Assets
Execution Date
Governing Law
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Purchase Price
Permitted Encumbrances
Related Agreements
Seller's Knowledge
Signing Date
Target Business
Transaction
Transfer Date
Working Capital
Assumed Liabilities
Excluded Liabilities
Completion
Disclosed Information
Due Diligence Period
Exclusivity Period
Material Contracts
Purchase Price Adjustment
Regulatory Approvals
Representatives
Warranties
Definitions
Transaction Structure
Purchase Price
Payment Terms
Assets to be Transferred
Excluded Assets
Assumed Liabilities
Conditions Precedent
Due Diligence
Warranties and Representations
Confidentiality
Exclusivity
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Regulatory Compliance
Competition Law
Environmental Matters
Tax Matters
Timeline and Closing
Post-Closing Obligations
Transition Services
Break Fee
Governing Law
Dispute Resolution
Binding Effect
Costs and Expenses
Notices
Assignment
Amendment
Termination Rights
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Transportation
Financial Services
Professional Services
Industrial
Agriculture
Construction
Telecommunications
Media & Entertainment
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Tax
Treasury
Risk Management
Business Development
Corporate Finance
Due Diligence
Integration
Compliance
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Business Development Manager
Investment Director
Legal Counsel
Financial Controller
Tax Director
Strategy Director
Corporate Finance Manager
Due Diligence Manager
Risk Manager
Integration Manager
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