{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
Letter of Intent_Acquisition of Business
Letter of Intent_Acquisition of Business
{{company_name}}
{{company_address}}
{{phone}}
{{email}}
{{website}}
DATE: {{date}}
STRICTLY PRIVATE AND CONFIDENTIAL
ATTENTION: {{seller_company_name}}
{{seller_company_address}}
Dear {{seller_contact_person}},
RE: LETTER OF INTENT FOR THE ACQUISITION OF {{target_company_name}} ('the Target Company')
1. Introduction and Non-Binding Nature
This Letter of Intent ('LOI') sets forth the principal terms and conditions upon which {{buyer_company_name}} ('the Buyer') proposes to acquire 100% of the issued share capital of {{target_company_name}} (registration number: {{target_company_registration_number}}), a company duly incorporated in accordance with the laws of {{country}} and having its registered office at {{target_company_address}} ('the Target Company'), from {{seller_company_name}} ('the Seller'). Except for the provisions of paragraphs 9 (Confidentiality), 10 (Exclusivity), 11 (Due Diligence Costs), and 12 (Governing Law), this LOI is non-binding and does not create any legal obligation on either party.
2. Proposed Transaction
The Buyer proposes to acquire 100% of the issued share capital of the Target Company from the Seller (the 'Proposed Transaction').
3. Purchase Price
The indicative purchase price for the Proposed Transaction is {{currency}} {{amount}} ({{amount_in_words}}), subject to adjustments based on the due diligence findings and a definitive agreement. The purchase price will be paid in cash on the closing date.
4. Due Diligence
The Buyer shall be granted a period of {{number_of_days}} days from the date of acceptance of this LOI to conduct a comprehensive due diligence investigation into the legal, financial, commercial, operational, and environmental affairs of the Target Company. The Seller undertakes to provide all necessary information and access to its records, premises, and personnel as reasonably requested by the Buyer and its advisors.
5. Exclusivity
In consideration for the Buyer incurring time and expense in connection with the Proposed Transaction, the Seller agrees to negotiate exclusively with the Buyer for a period of {{number_of_days}} days from the date of acceptance of this LOI. During this exclusivity period, the Seller shall not, directly or indirectly, solicit, initiate, or engage in any discussions or negotiations with any other third party regarding the sale of the Target Company or any of its assets.
6. Conditions Precedent
The Proposed Transaction will be subject to, amongst other things, the fulfillment of the following conditions precedent:
a. The satisfactory completion by the Buyer of its due diligence investigation within the stipulated timeframe.
b. The finalization and execution of a definitive Sale of Shares Agreement and any other ancillary agreements.
c. Obtaining all necessary regulatory approvals, if any.
d. Obtaining all necessary internal approvals from the boards of directors of both the Buyer and the Seller.
7. Confidentiality
All information exchanged between the parties in connection with the Proposed Transaction, including the terms of this LOI, shall be treated as strictly confidential and shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.
8. Governing Law and Jurisdiction
This LOI shall be governed by and construed in accordance with the laws of {{country}}. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of {{country}} for any disputes arising out of or in connection with this LOI.
9. Acceptance
Please sign and return a copy of this LOI to indicate your acceptance of the terms and conditions outlined herein. This LOI will expire if not accepted by {{expiry_date}}.
Yours faithfully,
___________________________
Name: {{buyer_signatory_name}}
Title: {{buyer_signatory_title}}
For and on behalf of {{buyer_company_name}}
ACKNOWLEDGED AND AGREED BY:
___________________________
Name: {{seller_signatory_name}}
Title: {{seller_signatory_title}}
For and on behalf of {{seller_company_name}}
Date: {{date}}
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