抖阴短视频

Term Sheet For Sale Of Business Template for Philippines

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Key Requirements PROMPT example:

Term Sheet For Sale Of Business

"I need a Term Sheet for Sale of Business for the acquisition of a Philippine manufacturing company, where we're buying 100% of the shares with an expected closing date in March 2025, including provisions for key employee retention and environmental compliance."

Document background
A Term Sheet for Sale of Business is a crucial preliminary document used in Philippine business transactions to establish the fundamental terms and conditions of a proposed business sale. It serves as a roadmap for the transaction and subsequent detailed documentation, typically used after initial interest is expressed but before comprehensive due diligence begins. The document needs to comply with Philippine legal requirements and business practices, including considerations under the Corporation Code, Securities Regulation Code, and other relevant legislation. While primarily non-binding, it demonstrates serious intent and typically includes certain binding provisions like confidentiality and exclusivity. The term sheet helps parties align their expectations early in the process and provides a framework for lawyers to draft definitive agreements, while considering specific Philippine market conditions and regulatory requirements.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including complete legal names and addresses

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: Overview of whether the deal is an asset or share sale, and basic structure of the transaction

5. Purchase Price: Proposed consideration and payment terms, including any adjustments or earn-out mechanisms

6. Key Terms: Essential elements of the proposed transaction including timing, conditions precedent, and major obligations

7. Due Diligence: Scope and timeline for due diligence process

8. Exclusivity: Terms of any exclusive negotiating period

9. Confidentiality: Requirements regarding confidential information

10. Costs: Allocation of transaction costs between parties

11. Binding Nature: Clear statement of which provisions are binding and non-binding

12. Governing Law: Specification of Philippine law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Employee Matters: Include when employees will transfer as part of the transaction, covering treatment of existing staff

2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

3. Intellectual Property: Include when IP assets are a significant part of the transaction

4. Real Estate: Include when the business includes significant real estate assets

5. Environmental Matters: Include for businesses with environmental compliance requirements or risks

6. Tax Structure: Include when specific tax structuring is proposed

7. Financing: Include when buyer requires external financing to complete the transaction

8. Post-Closing Covenants: Include when specific post-closing obligations are contemplated

9. Break Fee: Include when parties agree to break fees for non-completion

Suggested Schedules

1. Business Description Schedule: Detailed description of the business and its key assets

2. Price Calculation Schedule: Detailed methodology for calculating purchase price adjustments

3. Key Assets Schedule: List of major assets included in the transaction

4. Excluded Assets Schedule: List of assets specifically excluded from the transaction

5. Key Contracts Schedule: List of material contracts relevant to the transaction

6. Required Consents Schedule: List of third-party consents needed for the transaction

7. Key Personnel Schedule: List of key employees or management team members

8. Permitted Encumbrances Schedule: List of accepted encumbrances on assets or shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions












































Clauses








































Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Healthcare

Financial Services

Professional Services

Hospitality

Agriculture

Construction

Transportation

Energy

Telecommunications

Media & Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Strategy

Business Development

Compliance

Tax

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

General Counsel

Business Development Manager

Investment Banker

Mergers & Acquisitions Director

Corporate Development Manager

Finance Director

Company Secretary

Business Owner

Commercial Director

Legal Counsel

Transaction Advisory Partner

Private Equity Manager

Board Member

Chief Legal Officer

Strategy Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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