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1. Parties: Identification of buyer and seller entities
2. Background/Recitals: Context of the transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the document
4. Transaction Structure: Overview of the proposed asset purchase
5. Purchase Price: Consideration and payment terms
6. Assets to be Acquired: Description of assets included in the sale
7. Excluded Assets: Assets explicitly excluded from the transaction
8. Assumed Liabilities: Liabilities buyer will assume
9. Timing: Expected closing date and key milestones
1. Due Diligence: Process and timeline for buyer's investigation of the assets and business
2. Financing Contingencies: Conditions related to buyer's financing arrangements and requirements
3. Employee Matters: Treatment of employees and related obligations post-closing
4. Regulatory Approvals: Required governmental and regulatory approvals for the transaction
1. Schedule A - Asset List: Detailed inventory of assets to be purchased
2. Schedule B - Excluded Assets: Detailed list of assets explicitly excluded from the transaction
3. Schedule C - Assumed Contracts: List of contracts to be assumed by buyer
4. Schedule D - Required Consents: List of third-party consents needed for the transaction
5. Schedule E - Purchase Price Allocation: Breakdown of purchase price across asset categories
Assets
Assumed Contracts
Assumed Liabilities
Business Day
Closing
Closing Date
Confidential Information
Consideration
Due Diligence
Effective Date
Excluded Assets
Excluded Liabilities
Governmental Authority
Intellectual Property
Law
Material Adverse Effect
Person
Purchase Price
Required Consents
Transaction
Transfer Taxes
Working Capital
Encumbrances
Permitted Encumbrances
Representatives
Tangible Personal Property
Target Business
Third Party
Transition Services
Source Code
Software
Licensed IP
Equipment
Inventory
Raw Materials
Real Property
Improvements
Leasehold Interests
Assets to be Acquired
Excluded Assets
Assumed Liabilities
Excluded Liabilities
Due Diligence
Timing and Closing Conditions
Purchase Price Adjustments
Employee Matters
Confidentiality
Exclusivity
Non-Binding Nature
Binding Provisions
Regulatory Approvals
Third Party Consents
Transaction Structure
Financing Contingencies
Tax Matters
Expenses
Governing Law
Intellectual Property
Environmental Matters
Real Property
Transition Services
Non-Compete
Break-Up Fee
Representations and Warranties
Indemnification
Dispute Resolution
Assignment
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