Asset Purchase Term Sheet for Malaysia

Asset Purchase Term Sheet Template for Malaysia

A preliminary agreement document governed by Malaysian law that outlines the key terms and conditions for a proposed asset purchase transaction. This document serves as a foundation for negotiation and subsequent preparation of definitive agreements, capturing essential commercial terms including asset description, purchase price, payment terms, and key conditions. While primarily non-binding except for specific provisions like confidentiality and exclusivity, it provides a structured framework for parties to progress towards a final asset purchase agreement under Malaysian jurisdiction.

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What is a Asset Purchase Term Sheet?

An Asset Purchase Term Sheet is a crucial preliminary document used in Malaysian commercial transactions to establish the framework for asset acquisition negotiations. It is typically employed when parties have reached initial understanding on key commercial terms but before conducting detailed due diligence or drafting definitive agreements. The document reflects Malaysian legal requirements and commercial practices, incorporating essential elements such as asset identification, pricing mechanisms, conditions precedent, and regulatory considerations specific to Malaysian jurisdiction. While generally non-binding except for specific provisions, it serves as a roadmap for transaction progression and helps parties align their expectations early in the process. This document is particularly important in complex asset purchases where clear documentation of preliminary agreements is necessary for stakeholder approvals or regulatory consultations.

What sections should be included in a Asset Purchase Term Sheet?

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

What sections are optional to include in a Asset Purchase Term Sheet?

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

What schedules should be included in a Asset Purchase Term Sheet?

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

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

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant Industries

Manufacturing

Real Estate

Technology

Industrial

Retail

Agriculture

Mining

Energy

Healthcare

Hospitality

Transportation

Financial Services

Telecommunications

Infrastructure

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Operations

Strategy

Tax

Compliance

Treasury

Business Development

Corporate Secretariat

Investment

Relevant Roles

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

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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