A letter from one company to another acknowledging a willingness and ability to do business. A letter of intent is most often issued as acknowledgment of the fact that a merger between companies or an acquisition is being considered seriously. A letter of intent is not a contract and cannot be enforced; it is just a document stating serious intent to carry out certain business activities.
General Form of Letter of Intent Regarding a Business Transaction being Negotiated (Name of Seller) (Address of Seller) Dear Sir: This Letter of Intent (LOI) reflects our understanding, at the present time, of certain preliminary discussions we have had concerning the (describe transaction in general terms such as the purchase of the assets of a company) and is intended to be an outline to assist us in preparing a definitive final agreement. This LOI is not intended to contractually bind either of us in any way, nor shall we be legally bound until an agreement, in form and content satisfactory to each of us and our respective counsel is fully executed by us. Neither party shall be entitled to rely upon this LOI nor any promises (whether oral or written) that may have been made or that may be made in the future, in connection with the negotiations pertaining to the (describe transaction in general terms such as the purchase of the assets of a company), except as may be contained in a fully executed final agreement. The parties have agreed that the principal terms of the proposed transaction would be substantially as follows: I. Acquisition. Buyer would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its including, without limitation: A. All the stock of goods, inventory, furniture and fixtures, accounts, and office supplies, and the lease of the building occupied by Seller at (street address, city, county, state, zip code); B. Any and all customer lists; and C. The Name, trademarks, service marks and the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. II. Purchase Price: The aggregate consideration for the assets and business to be purchased would be $____________; provided, however, that the working capital (current assets less current liabilities) of the business to be purchased equals or exceeds $0, as shown on a closing date balance sheet prepared in accordance with generally accepted accounting principles. III. Due Diligence Review: Promptly following the execution of this letter of intent, you will allow us to complete our examination of your financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence. Any information obtained by us as a result thereof will be maintained by us in confidence subject to the terms of the Confidentiality Agreement executed by the parties and dated (date), hereinafter called the Confidentiality Agreement. The parties will cooperate to complete due diligence expeditiously. IV. Definitive Purchase Agreement. All of the terms and conditions of the proposed transaction would be stated in the Purchase Agreement, to be negotiated, agreed and executed by you and us. Neither party intends to be bound by any oral or written statements or correspondence concerning the Purchase Agreement arising during the course of negotiations, notwithstanding that the same may be expressed in terms signifying a partial, preliminary or interim agreement between the parties. V. Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written purchase agreement (the (Purchase Agreement), consummation of the acquisition would be subject to having conducted your business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in your business, financial condition or prospects. VI. Continuation of Employment. Simultaneously with the execution of the Purchase Agreement, we would offer employment to substantially all of your employees and would expect the management team to use its reasonable best efforts to assist us to employ these individuals. VII. Expediency. All parties would use all reasonable efforts to complete and sign the Purchase Agreement on or before (date) and to close the transaction as promptly as practicable thereafter. VIII. Expenses. You and we will pay our respective expenses incident to this letter
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