A Letter of Intent for Acquisition of Business is a crucial preliminary step in the M&A process within the United States legal framework. It is typically used when a company has identified a potential acquisition target and wants to formalize its interest while maintaining flexibility before final commitment. The document outlines key terms including proposed purchase price, structure, due diligence requirements, and exclusivity periods. While most provisions are non-binding, certain elements like confidentiality and exclusivity are typically binding. The document helps parties align expectations and provides a roadmap for the transaction while allowing for detailed due diligence and definitive agreement negotiation.
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1. Parties: Identification of the potential buyer and seller, including full legal names and addresses
2. Background/Recitals: Brief description of the parties and purpose of the LOI, including the basic premise of the proposed acquisition
3. Transaction Overview: Basic structure of the proposed transaction and key terms, including the nature of assets or shares to be acquired
4. Purchase Price: Proposed consideration and payment terms, including any adjustments or earn-out provisions
5. Due Diligence: Process and timeline for investigation of the target business, including access to information and facilities
6. Confidentiality: Terms regarding the handling of confidential information and non-disclosure obligations
7. Exclusivity: Period during which seller cannot negotiate with other parties, including duration and scope
1. Break-up Fee: Compensation if deal doesn't close under certain circumstances, typically used in larger transactions
2. Employee Matters: Treatment of employees post-acquisition, including retention plans and benefits
3. Financing Contingency: Conditions related to buyer's ability to secure funding and associated timelines
4. Regulatory Approvals: Required governmental or regulatory clearances and associated conditions
1. Timeline: Detailed schedule of key dates and milestones for the transaction
2. Assets List: Preliminary list of assets included in the proposed transaction
3. Due Diligence Checklist: List of documents and information to be reviewed during the due diligence process
4. Key Terms Sheet: Summary of principal terms and conditions of the proposed transaction
Relevant legal definitions
Agreement
Assets
Business
Business Day
Closing
Closing Date
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Liabilities
Material Adverse Change
Non-Binding Provisions
Purchase Price
Binding Provisions
Target Company
Transaction
Working Capital
Permitted Representatives
Definitive Agreement
Assets
Business
Business Day
Closing
Closing Date
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Liabilities
Material Adverse Change
Non-Binding Provisions
Purchase Price
Binding Provisions
Target Company
Transaction
Working Capital
Permitted Representatives
Definitive Agreement
Clauses
Confidentiality
Exclusivity
Due Diligence
Purchase Price
Payment Terms
Transaction Structure
Binding vs Non-Binding Provisions
Access to Information
Employee Matters
Break-up Fee
No-Shop/No-Solicitation
Regulatory Compliance
Governing Law
Dispute Resolution
Expenses
Termination Rights
Time Period/Duration
Conditions Precedent
Representations and Warranties
Public Announcements
Assignment
Notices
Amendment and Modification
Entire Agreement
Exclusivity
Due Diligence
Purchase Price
Payment Terms
Transaction Structure
Binding vs Non-Binding Provisions
Access to Information
Employee Matters
Break-up Fee
No-Shop/No-Solicitation
Regulatory Compliance
Governing Law
Dispute Resolution
Expenses
Termination Rights
Time Period/Duration
Conditions Precedent
Representations and Warranties
Public Announcements
Assignment
Notices
Amendment and Modification
Entire Agreement
Relevant Industries
Relevant Teams
Relevant Roles
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