An Asset Purchase Letter of Intent is a crucial preliminary document used in German business transactions when a potential buyer wishes to formally express their interest in purchasing specific assets from a seller. This document typically precedes the final asset purchase agreement and serves multiple purposes: it outlines the key commercial terms of the proposed transaction, establishes the framework for due diligence, and sets out any binding obligations (such as confidentiality and exclusivity) while maintaining the generally non-binding nature of the commercial terms. Under German law, particular attention must be paid to clearly distinguishing between binding and non-binding provisions, and ensuring compliance with both the Civil Code (BGB) and Commercial Code (HGB). The document is especially important in complex asset purchases where parties need to agree on basic terms before committing significant resources to due diligence and detailed negotiations.
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1. Date and Addressee Details: Formal letter heading with date and full details of both parties
2. Introduction: Brief statement identifying the parties and their intent to explore the potential transaction
3. Transaction Overview: High-level description of the proposed transaction and assets to be purchased
4. Key Commercial Terms: Outline of the proposed purchase price, payment terms, and any key conditions
5. Due Diligence: Process and timeline for conducting due diligence investigations
6. Timeline: Proposed schedule for negotiation, due diligence, and closing
7. Binding Provisions: Clear statement of which provisions are intended to be legally binding
1. Exclusivity: Terms of any exclusive negotiation period, used when seller agrees not to negotiate with other parties
2. Confidentiality: If not covered by separate NDA, include confidentiality obligations
3. Break Fee: Include if parties agree to any break fee arrangements
4. Financing: Include if the buyer needs to specify financing arrangements or conditions
5. Employee Matters: Include if there are specific employment-related considerations to be addressed
6. Regulatory Approvals: Include if the transaction will require specific regulatory approvals
1. Asset List: Preliminary list of assets proposed to be included in the transaction
2. Indicative Timeline: Detailed timeline showing key milestones and deadlines
3. Price Calculation: If applicable, preliminary methodology for calculating the purchase price
4. Due Diligence Requirements: Initial list of due diligence requirements and information needs
5. Key Terms Sheet: Summary of main commercial terms agreed in principle
Relevant legal definitions
Assets
Business Day
Binding Provisions
Closing
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Indicative Purchase Price
Letter
Long Stop Date
Material Adverse Change
Parties
Proposed Transaction
Purchase Price
Representatives
Seller's Business
Target Assets
Transaction Documents
Transfer Date
Due Diligence Materials
Permitted Recipients
Binding Term Sheet
Negotiation Period
Business Day
Binding Provisions
Closing
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Indicative Purchase Price
Letter
Long Stop Date
Material Adverse Change
Parties
Proposed Transaction
Purchase Price
Representatives
Seller's Business
Target Assets
Transaction Documents
Transfer Date
Due Diligence Materials
Permitted Recipients
Binding Term Sheet
Negotiation Period
Clauses
Non-Binding Nature
Transaction Structure
Purchase Price
Payment Terms
Confidentiality
Exclusivity
Due Diligence
Timeline
Conditions Precedent
Binding Provisions
Costs and Expenses
Governing Law
Break Fee
Termination
Asset Description
Access to Information
Employee Matters
Tax Matters
Regulatory Approvals
Warranties
Good Faith Negotiations
Notices
Assignment
Entire Understanding
Transaction Structure
Purchase Price
Payment Terms
Confidentiality
Exclusivity
Due Diligence
Timeline
Conditions Precedent
Binding Provisions
Costs and Expenses
Governing Law
Break Fee
Termination
Asset Description
Access to Information
Employee Matters
Tax Matters
Regulatory Approvals
Warranties
Good Faith Negotiations
Notices
Assignment
Entire Understanding
Relevant Industries
Manufacturing
Real Estate
Technology
Industrial
Retail
Healthcare
Energy
Infrastructure
Transportation
Hospitality
Agriculture
Mining
Construction
Financial Services
Telecommunications
Relevant Teams
Legal
Finance
Mergers & Acquisitions
Corporate Development
Business Development
Operations
Risk Management
Compliance
Due Diligence
Strategy
Tax
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Head of Mergers & Acquisitions
Legal Counsel
Corporate Development Manager
Business Development Director
Investment Manager
Finance Director
Operations Director
Asset Manager
Due Diligence Manager
Transaction Manager
Risk Manager
Compliance Officer
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