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What type of acquisition is this letter of intent for?
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LETTER OF INTENT — BUSINESS PURCHASE
LETTER OF INTENT — BUSINESS PURCHASE
Date:
TO:
Name: ________________
Business: ________________
Address: ________________, ________, ____ _____
Name: ________________
Business: ________________
Address: ________________, ________, ____ _____
FROM:
Name: ________________
Address: ________________, ________, ____ _____
Name: ________________
Address: ________________, ________, ____ _____
Re: Proposed Acquisition of ________________
Dear ________________,
This Letter of Intent ("LOI") sets forth the principal terms under which ________________
________________ ("Target" or "the Business") from ________________ ("Seller"). This LOI is intended to serve as a basis for negotiation and the preparation of a definitive purchase agreement. Except as expressly provided herein, this LOI is non-binding on both parties.
This Letter of Intent ("LOI") sets forth the principal terms under which ________________
________________ ("Target" or "the Business") from ________________ ("Seller"). This LOI is intended to serve as a basis for negotiation and the preparation of a definitive purchase agreement. Except as expressly provided herein, this LOI is non-binding on both parties.
1. TRANSACTION OVERVIEW
1.1 Transaction Structure: Buyer proposes to acquire the Business as a _____ as more particularly described herein.1.2 Assets Included: The transaction shall include the following assets of the Business:
________________
1.3 No Assumed Liabilities: Buyer shall not assume any liabilities or obligations of the Business unless expressly agreed to in the definitive purchase agreement.
2. PURCHASE PRICE AND PAYMENT TERMS
2.1 Purchase Price: The total purchase price for the Business shall be $_________ (the "Purchase Price").2.2 Price Basis: The Purchase Price is _____.
2.3 Payment Structure: The Purchase Price shall be paid as follows:
3. DUE DILIGENCE
3.1 Due Diligence Period: Buyer shall have a period of _____ from the date of execution of this LOI (the "Due Diligence Period") to conduct a comprehensive investigation of the Business, including but not limited to review of financial statements, tax returns, contracts, leases, employee records, intellectual property, litigation history, regulatory compliance, and any other information reasonably requested by Buyer.3.2 Access: During the Due Diligence Period, Seller shall provide Buyer and its representatives with reasonable access to the Business's books, records, facilities, employees, customers, and vendors.
3.3 Termination Right: If the results of Buyer's due diligence investigation are unsatisfactory to Buyer in its sole discretion, Buyer may terminate this LOI by written notice to Seller at any time prior to the expiration of the Due Diligence Period.
4. KEY CONDITIONS
4.1 Employee Retention: _____.4.2 Transition Period: Seller shall provide transition assistance to Buyer for a period of _____ following the closing, including introduction to key customers, vendors, and operational procedures. Terms of compensation for transition services, if any, shall be set forth in the definitive purchase agreement.
5. CLOSING
5.1 Target Closing Date:5.2 Conditions Precedent: The Closing shall be conditioned upon, among other things:
- Completion of Buyer's due diligence to Buyer's satisfaction;
- Negotiation and execution of a mutually acceptable definitive purchase agreement;
- Obtaining all necessary governmental and third-party consents and approvals;
- Accuracy of all representations and warranties as of the Closing date;
- No material adverse change in the Business between the date of this LOI and the Closing date.
6. NON-BINDING NATURE
6.1 Except for the Governing Law section, which is expressly intended to be legally binding, this LOI is a statement of intent only and does not constitute a binding agreement or commitment by either party to consummate the proposed transaction.6.2 No binding obligation to proceed with the transaction shall arise unless and until a definitive purchase agreement is negotiated, executed, and delivered by both parties.
6.3 Either party may terminate negotiations at any time and for any reason without liability to the other party, subject to the binding provisions referenced above.
7. GOVERNING LAW (BINDING PROVISION)
7.1 This Section is legally binding on both parties.7.2 This LOI and any disputes arising out of or relating to this LOI shall be governed by and construed in accordance with the laws of the State of ________________, without regard to its conflict of laws provisions.
8. EXPIRATION AND ACCEPTANCE
8.1 This LOI shall expire automatically if not executed by both parties on or before ____________. Upon expiration, this LOI and all obligations hereunder shall terminate, except for the binding provisions which shall survive in accordance with their terms.SIGNATURES
IN WITNESS WHEREOF, the undersigned have executed this Letter of Intent as of the date first written above.BUYER:
Signature: ___________________
Date: ___________________
Printed Name: [Buyer]
________________, ________, ____ _____
Signature: ___________________
Date: ___________________
Printed Name: [Buyer]
________________, ________, ____ _____
SELLER:
Signature: ___________________
Date: ___________________
Printed Name: [Seller]
[Business]
________________, ________, ____ _____
Signature: ___________________
Date: ___________________
Printed Name: [Seller]
[Business]
________________, ________, ____ _____
Frequently Asked Questions
LETTER OF INTENT — BUSINESS PURCHASE