Sample Letter Of Intent (Page 3 of 6) in pdf

THE PURCHASER AGREES TO REPAY, ON THE CLOSING DATE, ALL LOANS OF THE

CORPORATION OWING TO THE VENDORS

●

ON OR PRIOR TO THE CLOSING DATE, THE PURCHASER AGREES TO PROCURE, FOR

THE BENEFIT OF •, A RELEASE OF ANY PERSONAL GUARANTEES PROVIDED BY • TO

ANY 3

PARTIES TO SECURE THE PERFORMANCE OF THE CORPORATION’S

OBLIGATIONS TO SUCH 3

PARTIES

●

ON OR PRIOR TO THE CLOSING DATE, THE PARTIES AGREE TO CAUSE THE

CORPORATION TO EFFECT A TRANSFER TO • OF ANY LIFE INSURANCE OWNED BY

THE CORPORATION IN RESPECT OF THE LIFE OF •

●

ON OR PRIOR TO THE CLOSING DATE, THE PARTIES AGREE TO ENTER INTO A NEW

COMMERCIAL LEASE PROVIDING FOR THE OCCUPANCY BY THE PURCHASER OF THE

PREMISES CURRENTLY USED BY CORPORATION AS OWNED BY • REALTY HOLDINGS

INC.

Interim Period and Access to Information

during the period from and including the date hereof to and including the Closing Date, the Vendors will

act reasonably to cause the business and affairs of the Corporation to be carried on in the ordinary course

and agree not to effect any material changes in the business and affairs of the Corporation without the prior

consent of the Purchasers, acting reasonably

to assist with all required due diligence investigations, the Vendors will, following the execution of this

LOI, co-operate fully and permit and make available to the Purchaser and their advisors full access to all

agreements, contracts, minute books, books, records and other documents of the Corporation in order to

complete the transactions contemplated herein (all such documentation and any written information

provided by the Vendors are collectively referred to herein as the “Confidential Information”); all

Confidential Information shall be promptly returned to the Vendors by the Purchasers and its advisors, or

otherwise destroyed, if the Proposed Transaction is not completed for any reason

Confidentiality

THE PARTIES AND THEIR ADVISORS ACKNOWLEDGE AND AGREE THAT THE

CONFIDENTIAL

INFORMATION

AND

ALL

MATTERS

RELATING

THE

TRANSACTIONS DESCRIBED IN THIS LOI (AND ALL NEGOTIATIONS RELATING TO

SAME) SHALL BE HELD IN STRICT CONFIDENCE BY ALL PARTIES AND SHALL NOT BE

DISCLOSED TO ANY OTHER PERSON (EXCEPT THEIR PROFESSIONAL ADVISORS WHO

REQUIRE SUCH INFORMATION) AT ANY TIME PRIOR TO THE CLOSING DATE

WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES AND, IF THE

PROPOSED TRANSACTION IS NOT COMPLETED FOR ANY REASON, ALL CONFIDENTIAL

INFORMATION SHALL CONTINUE TO BE KEPT IN CONFIDENCE BY THE PURCHASER

AND ITS ADVISORS AND NOT DISCLOSED TO ANY OTHER PARTY WITHOUT THE PRIOR

CONSENT OF THE VENDORS, EXCEPT INFORMATION WHICH BECOMES PART OF THE

PUBLIC DOMAIN THROUGH NO ACT OF DEFAULT ON THE PART OF THE PURCHASER

AND INFORMATION REQUIRED TO BE DISCLOSED BY THE PURCHASER PURSUANT TO

ANY COURT ORDER OR OTHER LEGAL PROCESS; THE TERMS OF THE NON-

DISCLOSURE AGREEMENT SIGNED BY THE VENDORS, THE CORPORATION AND THE

PURCHASER

SHALL

CONTINUE

GOVERN

THE

PARTIES

THERETO

NOTWITHSTANDING THE FOREGOING

Sample Letter Of Intent Page 3

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