The Term Sheet For Sale of Business is a critical preliminary document used in South African business acquisitions to establish the fundamental terms and conditions of a proposed transaction. It serves as a roadmap for subsequent detailed agreements and due diligence processes. While generally non-binding, it demonstrates serious intent and commitment from both parties. The document typically includes essential elements such as purchase price, payment terms, key assets, conditions precedent, and timeline, while considering specific South African regulatory requirements including B-BBEE compliance, competition law, and corporate governance standards. It's particularly valuable in complex transactions where parties need to agree on key commercial terms before incurring significant legal and due diligence costs.
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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 description of the business being sold
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed transaction structure (share sale vs asset sale)
5. Purchase Price: Proposed purchase consideration and payment terms
6. Payment Terms: Details of how and when payment will be made, including any earnout or deferred payments
7. Key Assets: Overview of main assets included in the sale
8. Due Diligence: Scope and timeline for due diligence investigation
9. Key Conditions Precedent: Essential conditions that must be met before proceeding to final agreement
10. Timeline: Proposed timeline for key milestones including due diligence, final agreement, and closing
11. Exclusivity: Terms of exclusive negotiation period
12. Confidentiality: Basic confidentiality obligations of both parties
13. Costs: Allocation of transaction costs between parties
14. Binding Effect: Clear statement of which terms are binding and non-binding
1. Management Arrangements: Terms for retention of key management, applicable when management continuity is crucial
2. Regulatory Approvals: Section outlining required regulatory approvals, necessary for regulated industries or large transactions
3. Employee Matters: Overview of employee transfer arrangements, relevant when staff transfer is a key consideration
4. Intellectual Property: Special provisions for IP transfer, important for technology or brand-focused businesses
5. Real Estate: Property transfer or lease arrangements, relevant when real estate is a significant component
6. Vendor Financing: Terms of any seller financing arrangements, if applicable
7. Post-Closing Covenants: Key post-sale obligations, important for businesses with ongoing relationships
8. B-BBEE Requirements: Specific B-BBEE considerations, relevant for South African compliance requirements
1. Schedule A - Key Assets: Preliminary list of major assets included in the sale
2. Schedule B - Financial Summary: Key financial metrics and valuation assumptions
3. Schedule C - Key Contracts: List of material contracts to be transferred
4. Schedule D - Intellectual Property: Summary of key IP assets included in the sale
5. Schedule E - Key Employees: List of key employees and management team members
6. Schedule F - Timeline: Detailed transaction timeline with key dates and milestones
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