Free Asset Purchase Term Sheet

Date: August 30, 2060

Parties:

• Seller: [YOUR COMPANY NAME], located at [YOUR COMPANY ADDRESS]

• Buyer: Quantum Solutions LLC, located in New York, NY 10001

1. Transaction Overview

• Description of Assets: [YOUR COMPANY NAME] agrees to sell, and Quantum Solutions LLC agrees to purchase, the assets listed in Exhibit A (the "Assets"). The Assets include, but are not limited to, inventory of electronic components, manufacturing equipment, intellectual property including patents and trademarks related to advanced semiconductor technology, and goodwill associated with the semiconductor division.

• Purchase Price: The total purchase price for the Assets is $5,000,000 (the "Purchase Price"). The Purchase Price shall be payable in cash at closing.

2. Terms of Payment

• Payment Schedule: The Purchase Price will be paid in the following manner:

  • An initial deposit of $500,000 will be paid upon execution of the definitive agreement.

  • The balance of $4,500,000 will be paid at closing.

• Adjustments: The Purchase Price may be adjusted based on inventory levels and working capital adjustments as specified in the definitive agreement.

3. Closing Conditions

• Conditions to Closing: The closing of the transaction (the "Closing") is subject to the satisfaction of the following conditions:

  • Approval by the boards of directors of both parties.

  • Receipt of all necessary regulatory approvals.

  • Execution of the definitive asset purchase agreement.

  • Completion of due diligence by the Buyer.

4. Representations and Warranties

• Seller’s Representations and Warranties: The Seller will make customary representations and warranties regarding the Assets, including but not limited to:

  • Title to the Assets.

  • Compliance with laws.

  • Absence of liens and encumbrances.

• Buyer’s Representations and Warranties: The Buyer will make customary representations and warranties regarding its authority and ability to complete the transaction.

5. Indemnification

• Indemnification by Seller: The Seller agrees to indemnify and hold harmless the Buyer from any losses arising from breaches of the Seller’s representations and warranties or from claims related to the Assets prior to the Closing.

• Indemnification by Buyer: The Buyer agrees to indemnify and hold harmless the Seller from any losses arising from breaches of the Buyer’s representations and warranties or from claims related to the Assets after the Closing.

6. Confidentiality

Confidential Information: Both parties agree to maintain the confidentiality of all non-public information related to the transaction and the Assets, and to use such information only in connection with the proposed transaction.

7. Exclusivity

Exclusivity Period: During the exclusivity period, which shall be 30 days from the date of this term sheet, the Seller agrees not to solicit or negotiate with any other parties regarding the sale of the Assets.

8. Governing Law

Applicable Law: This term sheet and any definitive agreement will be governed by and construed in accordance with the laws of the State of California.

9. Termination

• Termination Rights: Either party may terminate this term sheet if:

  • The parties do not execute the definitive agreement within 60 days of the date hereof.

  • Any condition to Closing is not satisfied or waived.

10. Miscellaneous

• No Binding Agreement: This term sheet is intended only as a basis for further negotiation and is not legally binding except for the provisions related to Confidentiality, Exclusivity, and Governing Law.

• Further Assurances: The parties agree to execute and deliver such further documents and take such further actions as may be necessary to carry out the transaction contemplated by this term sheet.

Exhibit A – Description of Assets

• Inventory: Electronic components valued at approximately $1,000,000.

• Equipment: Manufacturing equipment including semiconductor fabrication machinery, valued at approximately $2,500,000.

• Intellectual Property: Patents and trademarks related to semiconductor technology.

• Goodwill: Associated with the semiconductor division, valued at approximately $1,500,000.

Signatures:

Seller:

Name: [YOUR NAME]
Title: Chief Executive Officer
Date: August 30, 2060

Buyer:

Name: Taylor Johnson
Title: President
Date: August 30, 2060

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