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Asset Purchase Agreement Term Sheet
"I need an Asset Purchase Agreement Term Sheet for the purchase of manufacturing equipment and associated IP rights from a Singapore-based seller, with a target completion date of March 2025 and including provisions for employee transfers."
1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Context of the transaction and brief description of the assets
3. Definitions: Key terms used throughout the term sheet
4. Purchase Price: Amount and payment terms including payment structure and timing
5. Assets Description: Detailed description of assets being purchased including all material components
6. Closing Conditions: Requirements and conditions precedent for completing the transaction
7. Timeline: Key dates and deadlines for the transaction completion
1. Due Diligence: Terms and conditions for buyer's investigation of assets and access to information
2. Employee Matters: Provisions regarding the treatment of employees and related liabilities
3. Regulatory Approvals: Required governmental and regulatory consents and approval process
4. Financing: Terms and conditions related to transaction funding and financing arrangements
1. Asset Schedule: Detailed listing and description of all assets included in the transaction
2. Excluded Assets Schedule: Comprehensive list of specifically excluded assets from the transaction
3. Purchase Price Allocation: Detailed breakdown of purchase price allocation across different asset categories
4. Required Consents: List of third-party approvals and consents required for the transaction
5. Due Diligence Checklist: Comprehensive list of documents and information to be reviewed during due diligence
Authors
Assets
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Deposit
Due Diligence Period
Effective Date
Encumbrance
Excluded Assets
Execution Date
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Material Adverse Change
Party
Parties
Permitted Encumbrances
Purchase Price
Representatives
Seller's Knowledge
Singapore Dollars
SGD
Tax
Taxes
Term Sheet
Third Party
Transaction
Transaction Documents
Transfer
Valuation
Working Capital
Description of Assets
Excluded Assets
Closing Conditions
Due Diligence
Representations and Warranties
Confidentiality
Exclusivity
Break Fee
Timing and Key Dates
Regulatory Approvals
Employee Matters
Tax Matters
Assignment
Governing Law
Dispute Resolution
Binding Effect
Costs and Expenses
Notices
Third Party Rights
Termination Rights
Non-Competition
Intellectual Property
Environmental Matters
Insurance
Warranties and Indemnities
Force Majeure
Amendment and Waiver
Entire Agreement
Severability
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