Letter Of Intent For Purchase Of Assets

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LETTER OF INTENT FOR PURCHASE OF THE ASSETS OF [COMPANY
NAME]
STRICTLY PRIVATE AND CONFIDENTIAL
BUYER COMPANY NAME
Buyer Contact Name & Title
[DATE]
[Contact Person]
[Title]
[Company Name]
[Address]
Dear [Contact Person]:
[Buyer Company Name] ("Buyer") a [name of state] corporation, is pleased to submit this
letter of intent (the "Letter of Intent") regarding the acquisition of 100% of the assets of
[Company Name] (the "Company"), [a wholly-owned subsidiary of [Parent Company], if
any] (the "Current Shareholders") by a corporation ("Newco") to be formed by [Buyer]
and current management of the Company.
The acquisition of the assets by Newco from the Current Shareholders shall hereafter be
known as the "Transaction" and the date of the consummation of the Transaction shall be
the "Close" or the "Closing". Newco will pay a total consideration (the "Total
Consideration") composed of a cash purchase price (the "Cash Purchase Price") for the
assets of the Company of $[purchase price amount]plus the assumption of [$ ] composed
of certain liabilities, subject to the terms and conditions of this Letter of Intent.
At the Closing, Newco will be owned by [Buyer] (and/or it's appointees and affiliates)
and certain members of the management team of the Company (the "Future Management
Owners") that [Buyer] intends to form at the Closing. The Transaction, including terms
and conditions, is described in greater detail below.
A. DEFINITIVE PURCHASE AGREEMENT
The parties to this Letter of Intent will endeavor to finalize and execute a definitive asset
purchase agreement (the "Definitive Purchase Agreement") defining the Transaction
which shall include the terms below and such other provisions as may be mutually agreed
upon, prior to the Expiration Date.
1. THE TRANSACTION
a. ASSETS PURCHASED

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