An Asset Purchase Agreement Term Sheet is a crucial preliminary document used in commercial transactions under Hong Kong law to establish the framework for negotiating and documenting an asset purchase transaction. This document is typically prepared after initial commercial discussions but before detailed due diligence and definitive documentation. It captures the parties' preliminary understanding of key commercial terms, conditions precedent, timeline, and transaction structure. While most provisions are non-binding, certain sections such as confidentiality, exclusivity, and costs are usually binding. The document reflects Hong Kong's common law principles and commercial practices, serving as a roadmap for lawyers to draft the definitive agreement and for parties to conduct due diligence and obtain necessary approvals.
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1. Parties: Identification of the seller and purchaser, including full legal names and registration details
2. Background: Brief context of the transaction and relationship between the parties
3. Definitions: Key terms used throughout the term sheet
4. Transaction Overview: High-level description of the proposed asset purchase transaction
5. Purchase Price: Proposed consideration and payment structure
6. Assets to be Acquired: General description of the assets included in the transaction
7. Excluded Assets: Clear identification of assets specifically 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. Exclusivity: Terms of exclusive negotiation period, if any
11. Confidentiality: Basic confidentiality obligations regarding the transaction
12. Costs: Allocation of transaction costs between parties
13. Governing Law: Specification of Hong Kong law as governing law
14. Binding Effect: Clear statement of which provisions are binding and non-binding
15. Signatures: Execution blocks for all parties
1. Employee Matters: Include when the transaction involves transfer of employees
2. Intellectual Property: Include when IP assets are a significant part of the transaction
3. Real Estate: Include when real property assets are involved
4. Environmental Matters: Include when purchasing assets with potential environmental liabilities
5. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
6. Tax Structure: Include when there are complex tax considerations requiring preliminary agreement
7. Transition Services: Include when post-closing operational support is required
8. Break Fee: Include when parties want to specify termination penalties
9. Financing Conditions: Include when purchase is subject to financing arrangements
10. Anti-corruption Compliance: Include for cross-border transactions or regulated industries
1. Schedule 1 - Asset List: Detailed breakdown of all assets to be purchased
2. Schedule 2 - Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Schedule 3 - Key Contracts: List of material contracts to be transferred
4. Schedule 4 - Required Consents: List of third-party consents required for the transaction
5. Schedule 5 - Intellectual Property: Detailed list of IP assets included in the transaction
6. Schedule 6 - Employee Information: Details of any employees to be transferred
7. Schedule 7 - Form of Definitive Agreement: Key terms to be included in the final agreement
8. Appendix A - Due Diligence Requirements: List of due diligence items required by the purchaser
9. Appendix B - Timetable: Detailed transaction timeline with key milestones
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