Letter of Intent for the Acquisition of Company by AcquirerDear (CEO Name), Show This letter confirms your and our mutual intent with respect to the potential transactions described herein between Acquirer (“Buyer”, “us”, “our”) and Company (“Seller”, “you”, or “your”), including its shareholders. This document, in and of itself, does not represent an enforceable legal contract. WHEREAS, Buyer is interested in acquiring all of the outstanding stock (“Shares”) of Company / Seller, and will be performing certain due diligence with respect to Seller’s corporation; and WHEREAS, Buyer and Seller intend to negotiate the substantive terms of such acquisition, including the terms of Buyer’s employment agreements with certain key employees and executives of Seller; NOW, THEREFORE, the parties enter into this Letter of Intent as follows:
5. Exclusive Negotiating Rights. In order to induce us to commit the resources, forego other potential opportunities, and incur the legal, accounting and incidental expenses necessary properly to evaluate the possibility of acquiring the outstanding capital stock and business described above, and to negotiate the terms of, and consummate, the transactions contemplated hereby, including the employment agreements, you agree that for a period of ninety (90) days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, or accept any offer or proposal, regarding your employment and/or the possible acquisition of substantially all outstanding capital stock of Company by any person other than us, including, without limitation, by way of a purchase of majority shares, purchase of substantially all assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential information regarding your assets or business to any person other than us and your and our representatives, without our prior written consent. 6. Miscellaneous. This letter shall be governed by the substantive laws of the State of State without regard to conflict of law principles. This letter, together with the aforementioned NDA, constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings of such parties (whether oral or written). No promise, inducement, representation, or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This letter may be amended only by a written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter. This letter shall be construed according to its fair meaning and not strictly for or against either party. 7. No Binding Obligation. THIS LETTER OF INTENT DOES NOT CONSTITUTE OR CREATE, AND SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE, ANY LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER PARTY TO THIS LETTER OF INTENT. NO SUCH OBLIGATION SHALL BE CREATED, EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT AND EMPLOYMENT AGREEMENTS CONTAINING SUCH TERMS AND CONDITIONS OF THE PROPOSED TRANSACTIONS AS SHALL BE AGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PURCHASE AGREEMENT AND EMPLOYMENT AGREEMENTS. The NDA is hereby ratified and confirmed as a separate agreement between the parties thereto. If the foregoing terms and conditions are acceptable to you, please so indicate by signing this letter where indicated below and returning it to the attention of the undersigned. Sincerely, [Sender.Company] Signature MM/DD/YYYY [Sender.FirstName][Sender.LastName] [Client.Company] Signature MM/DD/YYYY [Client.FirstName][Client.LastName] How do you write a sales letter of intent?Follow these steps when writing an LOI:. Write the introduction. ... . Describe the transaction and timeframes. ... . List contingencies. ... . Go through due diligence. ... . Include covenants and other binding agreements. ... . State that the agreement is nonbinding. ... . Include a closing date.. How do I write a letter of intent template?How to Write a Letter of Intent. Choose the Right Letter of Intent Format and Layout.. Research the Company Before You Write.. Find 3 Ways You Fit the Position.. Get Attention with a Strong First Paragraph.. Explain Why You're Interested in Them.. End Your Letter of Intent by Asking for Action.. Sign off with a Professional Closing.. What should be in a letter of intent for business?A letter of intent sets out the basic terms of a proposed transaction, including price, asset description, limitations, and closing conditions. Some simple transactions may not need a letter of intent. The parties can simply proceed with the creation of their final agreement.
What is an LOI template?A letter of intent (LOI) is a document written in business letter format that declares your intent to do a specific thing. It's usually, but not always, nonbinding, and it states a preliminary commitment by one party to do business with another party.
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