Asset Purchase Agreement Term Sheet Template for Denmark

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Key Requirements PROMPT example:

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.

Document background
An Asset Purchase Agreement Term Sheet is a crucial preliminary document used in Danish business transactions when parties are considering the purchase and sale of business assets. This document typically precedes the full Asset Purchase Agreement and is used to memorialize the parties' initial understanding of key commercial and legal terms. It serves as a roadmap for further negotiations and the preparation of definitive documentation, while typically maintaining non-binding status except for specific provisions. The term sheet helps streamline the negotiation process by identifying and addressing major deal points early, facilitating efficient due diligence, and reducing the time and cost of preparing final documentation. Under Danish law, while most provisions are non-binding, certain aspects such as confidentiality and exclusivity obligations may create legally binding commitments.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Transportation

Financial Services

Professional Services

Industrial

Agriculture

Construction

Telecommunications

Media & Entertainment

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Tax

Treasury

Risk Management

Business Development

Corporate Finance

Due Diligence

Integration

Compliance

Executive Leadership

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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