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Letter Of Intent To Sell Business
1. Date and Parties: Identification of the parties, including full legal names, company registration numbers, and addresses
2. Background/Introduction: Brief description of the business being sold and the parties' intention to enter into negotiations for its sale
3. Transaction Overview: High-level description of the proposed transaction structure and assets/shares to be acquired
4. Purchase Price and Payment Terms: Indicative purchase price range and proposed payment structure
5. Due Diligence: Framework for the due diligence process, including timing and scope
6. Confidentiality: Binding provisions regarding the confidential treatment of information exchanged
7. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers
8. Timeline: Proposed schedule for due diligence, negotiations, and closing
9. Binding Effect: Clear statement of which provisions are binding and non-binding
10. Governing Law: Specification of Danish law as the governing law
11. Signatures: Execution blocks for all parties
1. Break Fee: Terms of any break fee payable if either party withdraws from negotiations, used in larger transactions or where significant due diligence costs are expected
2. Key Employee Provisions: Preliminary agreements regarding retention of key employees, used when specific employees are crucial to the business
3. Financing Conditions: Overview of any financing requirements or conditions, included when buyer requires external financing
4. Regulatory Approvals: Preliminary identification of required regulatory approvals, included when the transaction may require competition authority or other regulatory clearances
5. Asset Perimeter: Preliminary list of included/excluded assets, used in asset deals or partial business transfers
6. Post-Closing Cooperation: Framework for transition services or seller involvement post-closing, included when continued cooperation is essential
1. Key Terms Summary: High-level summary of the main commercial terms proposed for the transaction
2. Timeline Overview: Detailed timeline showing key milestones, deadlines, and responsibilities
3. Business Description: Brief overview of the target business, including key financial metrics and operations
4. Due Diligence Requirements: Initial list of due diligence requirements and documentation needed
5. Exclusivity Terms: Detailed terms of the exclusivity arrangement if this is a significant aspect of the LOI
Authors
Confidential Information
Due Diligence
Due Diligence Period
Exclusivity Period
Proposed Transaction
Purchase Price
Target
Target Group
Binding Provisions
Non-Binding Provisions
Definitive Agreements
Transaction Documents
Material Adverse Change
Permitted Recipients
Representatives
Seller's Group
Buyer's Group
Business Day
Completion
Long Stop Date
Signing Date
Recitals
Definitions
Transaction Structure
Purchase Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Non-Binding Nature
Binding Provisions
Access to Information
Timeline
Break Fee
Costs
Governing Law
Jurisdiction
Notices
Assignment
Third Party Rights
Entire Agreement
Counterparts
Regulatory Compliance
Employee Matters
Tax
Warranties
Termination
Force Majeure
Amendments
Severability
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