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1. Date and Parties: Names and addresses of both parties - the potential buyer and the seller of the business
2. Subject Line: Clear indication that this is a Letter of Intent regarding the proposed purchase of the specified business
3. Introduction: Brief statement of intent to purchase the business and confirmation of preliminary discussions
4. Transaction Structure: Outline of the proposed transaction structure (asset purchase, share purchase, etc.) and basic terms
5. Purchase Price: Proposed purchase price or price range and payment terms
6. Due Diligence: Timeline and scope of the due diligence process
7. Exclusivity Period: Duration during which the seller cannot negotiate with other potential buyers
8. Confidentiality: Terms regarding the confidential treatment of information exchanged
9. Timeline: Proposed timeline for completing due diligence and executing definitive agreements
10. Binding Provisions: Specification of which provisions are legally binding (typically confidentiality, exclusivity, and governing law)
11. Closing: Signature blocks and formal closing language
1. Financing Contingency: Include when the purchase is contingent on the buyer securing financing
2. Employee Matters: Include when there are specific intentions or concerns regarding existing employees
3. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
4. Break-up Fee: Include when parties want to specify compensation if either party backs out under certain circumstances
5. Asset/Liability Specification: Include when certain assets or liabilities are specifically included or excluded from the proposed transaction
6. Post-Closing Management: Include when there are specific intentions regarding management structure post-acquisition
7. Non-Compete Provisions: Include when preliminary non-compete terms need to be established
1. Preliminary Asset List: High-level list of key assets included in the proposed transaction
2. Initial Price Calculation: Basic breakdown of how the proposed purchase price was determined
3. Due Diligence Checklist: Preliminary list of documents and information required for due diligence
4. Timeline Schedule: Detailed timeline with key milestones and deadlines for the proposed transaction
Seller
Target Business
Business Assets
Proposed Transaction
Purchase Price
Confidential Information
Due Diligence Period
Exclusivity Period
Binding Provisions
Non-Binding Provisions
Definitive Agreement
Closing Date
Material Adverse Change
Business Day
Intellectual Property Rights
Key Employees
Permitted Representatives
Related Parties
Regulatory Approvals
Break-up Fee
Working Capital
Transaction Documents
Encumbrance
Effective Date
Transaction Structure
Purchase Price
Payment Terms
Due Diligence
Exclusivity
Confidentiality
Access to Information
Timeline
Conditions Precedent
Binding Provisions
Non-Binding Provisions
Break Fee
Expenses
Regulatory Compliance
Employee Matters
Intellectual Property
Governing Law
Dispute Resolution
Notices
Assignment
Termination
Good Faith Negotiations
Non-Solicitation
Non-Compete
Authority and Capacity
Entire Understanding
Amendments
Counterparts
Signature
Manufacturing
Technology
Retail
Healthcare
Financial Services
Real Estate
Professional Services
Hospitality
Construction
Energy
Transportation
Education
Agriculture
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Corporate Secretarial
Business Development
Due Diligence
Risk Management
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Manager
Corporate Lawyer
Investment Banker
Mergers & Acquisitions Director
Legal Counsel
Company Secretary
Finance Director
Strategy Director
Board Member
Commercial Director
Corporate Development Manager
Due Diligence Specialist
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