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Term Sheet For Sale Of Business
"I need a Term Sheet for Sale of Business for the sale of my Hong Kong-based SaaS company, with particular focus on intellectual property rights transfer and protection of our proprietary technology, targeting completion by March 2025."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Brief description of the business being sold and the context of the proposed transaction
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Whether the transaction is a share sale, asset sale, or combination thereof
5. Purchase Price: The proposed consideration and payment structure, including any adjustments or earn-out mechanisms
6. Payment Terms: Timeline and method of payment, including any deposits or escrow arrangements
7. Key Assets: Overview of the main assets included in the sale
8. Due Diligence: Scope and timeline for due diligence investigation
9. Key Conditions: Major conditions precedent to closing the transaction
10. Timeline: Expected timeline for signing definitive agreements and closing
11. Confidentiality: Binding provisions regarding confidentiality of negotiations and information
12. Exclusivity: Any exclusive negotiating period granted to the buyer
13. Costs: Allocation of transaction costs between parties
14. Non-Binding Nature: Clear statement of which provisions are binding and non-binding
1. Employee Matters: Terms regarding treatment of employees, used when the business has significant workforce
2. Regulatory Approvals: Section covering required regulatory approvals, included for regulated industries or large transactions
3. Intellectual Property: Specific provisions for IP transfer, important for technology or brand-focused businesses
4. Real Estate: Terms regarding treatment of property assets, relevant when real estate is a significant component
5. Environmental Matters: Environmental considerations and obligations, included for industries with environmental impacts
6. Tax Structure: Overview of proposed tax treatment, included for complex transactions with significant tax implications
7. Post-Closing Covenants: Key post-closing obligations, included when ongoing obligations are crucial to the deal
8. Break Fee: Terms regarding break fees, included in larger transactions or competitive situations
1. Key Assets Schedule: List of major assets included in the transaction
2. Price Calculation: Detailed breakdown of purchase price calculation methodology
3. Key Contracts: List of material contracts to be transferred
4. Transaction Timeline: Detailed timeline with key milestones and deadlines
5. Excluded Assets: List of assets specifically excluded from the transaction
Authors
Manufacturing
Technology
Retail
Financial Services
Professional Services
Healthcare
Real Estate
Construction
Hospitality
Education
Transportation
Energy
Media & Entertainment
Telecommunications
Consumer Goods
Industrial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Strategy
Treasury
Tax
Human Resources
Corporate Secretariat
Risk Management
Compliance
Business Development
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Development Director
Head of Mergers & Acquisitions
General Counsel
Legal Director
Corporate Lawyer
Investment Banker
Financial Controller
Business Development Manager
Strategy Director
Board Member
Company Secretary
Due Diligence Manager
Transaction Manager
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