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Non Binding Letter Of Intent To Purchase Business
1. Date and Parties: Opening of the letter identifying the sender and recipient, including full legal names and addresses of both parties
2. Introduction: Brief opening paragraph stating the purpose of the letter and its non-binding nature
3. Transaction Overview: High-level description of the proposed business purchase, including the target business and type of transaction contemplated
4. Proposed Purchase Price: Indication of the preliminary purchase price or price range and basic payment terms
5. Key Terms: Outline of the fundamental terms of the proposed transaction
6. Due Diligence: Overview of the proposed due diligence process and timeline
7. Timeline: Proposed schedule for negotiations, due diligence, and completion
8. Confidentiality: Statement regarding the confidential nature of discussions and any reference to existing NDAs
9. Non-Binding Nature: Clear statement reiterating the non-binding nature of the letter, except for any specific binding provisions
10. Closing: Signature blocks and formal closing of the letter
1. Exclusivity: Optional section requesting exclusive negotiation rights for a specified period - include when exclusivity is desired
2. Financing: Include when there's a need to outline the proposed financing structure or conditions
3. Key Personnel: Add when retention of specific employees or management is crucial to the transaction
4. Regulatory Approvals: Include when the transaction may require specific regulatory clearances
5. Break Fee: Optional section about break fees or expense reimbursement - include in larger transactions
6. Governing Law: While often included in the closing, can be separated into its own section for international transactions
1. Basic Terms Sheet: High-level summary of key commercial terms and conditions being proposed
2. Timeline Overview: Detailed breakdown of proposed transaction timeline and key milestones
3. Asset Schedule: Preliminary list of key assets included in the proposed transaction
4. Preliminary Due Diligence Checklist: Initial list of documents and information required for due diligence
Authors
Proposed Transaction
Purchase Price
Target Assets
Confidential Information
Due Diligence Period
Exclusivity Period
Binding Provisions
Non-Binding Provisions
Closing Date
Material Adverse Change
Permitted Disclosures
Business Day
Definitive Agreement
Transaction Documents
Consideration
Key Employees
Intellectual Property Rights
Share Capital
Working Capital
Due Diligence Materials
Parties
Representatives
Governing Law
Proposed Transaction Structure
Purchase Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Timeline
Access to Information
Regulatory Compliance
Employee Matters
Transaction Expenses
Break Fee
Binding Provisions
Governing Law
Jurisdiction
Representations and Warranties
Conditions Precedent
Good Faith Negotiations
Term and Termination
Announcements and Publicity
Further Assurance
Notices
Entire Understanding
Assignment
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