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Acquisition Letter Of Intent
1. Date and Parties: Opening of the letter identifying the date and full legal names and addresses of both the potential buyer and seller
2. Transaction Overview: Brief description of the proposed transaction, including the target business or assets to be acquired
3. Purchase Price and Payment Terms: Indicative purchase price range or specific amount, payment structure, and any major conditions affecting the price
4. Due Diligence: Outline of the proposed due diligence process, timeline, and scope
5. Timeline: Key dates and milestones for the proposed transaction, including due diligence period and target closing date
6. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information
7. Exclusivity: Terms of exclusive negotiation period, if applicable (typically binding)
8. Costs and Expenses: How transaction costs will be borne by the parties
9. Non-Binding Nature: Clear statement about which provisions are non-binding vs. binding
10. Governing Law: Specification of Danish law as governing law and jurisdiction
1. Break Fee: Include when parties want to specify fees payable if either party terminates negotiations under certain circumstances
2. Management Retention: Include when there are specific intentions regarding key management retention post-acquisition
3. Financing: Include when buyer wants to specify conditions related to obtaining financing for the transaction
4. Employee Matters: Include when there are specific intentions regarding employee treatment post-acquisition
5. Regulatory Approvals: Include when the transaction may require specific regulatory approvals
6. Real Estate Matters: Include when the acquisition involves significant real estate assets
7. Intellectual Property: Include when IP assets are a key component of the acquisition
1. Target Assets Schedule: High-level list of key assets or business units included in the proposed transaction
2. Indicative Timeline: Detailed timeline showing key dates and milestones for the transaction process
3. Due Diligence Requirements: Initial list of due diligence materials and information required
4. Exclusivity Terms: Detailed terms of the exclusivity agreement if too lengthy for main letter
5. Price Calculation Methodology: If applicable, preliminary methodology for calculating the final purchase price
Authors
Agreement
Business Day
Confidential Information
Due Diligence
Exclusivity Period
Letter of Intent
Parties
Purchase Price
Signing Date
Target
Target Business
Target Company
Target Shares
Transaction
Board of Directors
Binding Provisions
Break Fee
Closing
Closing Date
Due Diligence Period
Effective Date
Material Adverse Change
Non-Binding Provisions
Permitted Recipients
Representatives
Seller
Buyer
Definitive Agreements
Group
Intellectual Property Rights
Long Stop Date
Purchase Price Adjustment
Related Persons
Subsidiaries
Working Hours
Transaction Structure
Purchase Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Non-Binding Nature
Binding Provisions
Governing Law
Timeline
Conditions Precedent
Break Fee
Costs and Expenses
Access to Information
Employee Matters
Regulatory Approvals
Representations and Warranties
Non-Solicitation
Termination Rights
Notices
Assignment
Entire Agreement
Good Faith
Amendments
Severability
Third Party Rights
Counterparts
Language
Dispute Resolution
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