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Letter of Intent for Asset Acquisition (v3)
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Letter of Intent for Asset Acquisition (v3) - attorney-drafted template. Party names and deal-specific details have been replaced with neutral placeholders. Review before use.
July ______, [YEAR]
_________________
_________________
_________________
RE: Letter or Intent to Purchase Assets
Dear Mr. __________:
On behalf of [COMPANY] (“[COMPANY]”), I am pleased to share this Letter of Intent (“LOI”) to acquire certain selected assets (the “Selected Assets”) of [COMPANY] (the “Seller”). The contemplated purchase of the Selected Assets is collectively referred to herein as (the “Proposed Transaction”). Buyer and Seller are referred to herein collectively as the “Parties” and individually each as a “Party.”
Except with respect to, and as specifically set forth in Article II of this LOI (the “Binding Provisions”), the Parties agree as follows:
A. the matters set forth in this LOI, and particularly those set forth below in Article I of this LOI (the “Non-Binding Provisions”), are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and
B. neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate may include, but not be limited to, (i) an asset purchase agreement wherein Buyer shall purchase the Selected Assets from Seller (the “Asset Purchase Agreement”) and (ii) a real property lease for that certain parcel of real property [as currently leased by Seller for purposes of the current operations of Seller] (the “Lease Agreement”) (each of the forgoing, a “Definitive Agreement” and collectively, the “Definitive Agreements”), as executed and delivered by the Parties, and then subject only to the conditions set forth therein.
ARTICLE I
NON-BINDING PROVISIONS
Purchase Price/Allocated Value of Selected Assets:
Except as otherwise set forth in the Definitive Agreements and subject to Buyer’s satisfaction with or results of Buyer’s due diligence regarding the Proposed Transaction, Buyer shall provide [$2,500,000] of value to Seller at or before the execution of the Definitive Agreements (the “Close”) wherein, subject to the following, such value shall be allocated as follows:
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Letter of Intent for Asset Acquisition (v3)
M&A Agreements -- US - General