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Business Acquisition Letter Of Intent
1. Parties: Full legal names and addresses of both the potential buyer and seller
2. Introduction and Expression of Interest: Clear statement of intent to acquire the target business and confirmation of the letter's general non-binding nature
3. Transaction Overview: High-level description of the proposed transaction structure and assets/shares to be acquired
4. Purchase Price and Payment Terms: Proposed purchase price range, payment structure, and any earn-out considerations
5. Due Diligence: Outline of the due diligence process, timeframe, and access requirements
6. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers
7. Confidentiality: Obligations regarding the confidential treatment of information exchanged
8. Timeline: Proposed schedule for due diligence, negotiation, and closing
9. Binding Provisions: Specification of which provisions are legally binding (typically confidentiality, exclusivity, and governing law)
10. Governing Law: Specification of Danish law as the governing law
11. Closing and Signature: Signature blocks and acceptance requirements
1. Key Employee Arrangements: Used when retention of specific employees is crucial to the transaction
2. Break Fee: Include when parties want to specify compensation if either party terminates negotiations
3. Financing Contingency: Include when the buyer's ability to proceed is dependent on obtaining financing
4. Regulatory Approvals: Required when the transaction may need specific regulatory clearances
5. Asset Preservation: Include when there are concerns about maintaining business value during negotiations
6. Non-Solicitation: Used to prevent poaching of employees or customers during negotiations
7. Transaction Expenses: Include when parties want to clarify responsibility for costs during negotiations
1. Initial Due Diligence Request List: Preliminary list of documents and information required for due diligence
2. Timeline Schedule: Detailed timeline with specific milestones and deadlines
3. Key Assets Schedule: List of primary assets or operations included in the proposed transaction
4. Exclusivity Terms: Detailed terms and conditions of the exclusivity period
5. Preliminary Purchase Price Calculations: Basic framework for valuation and price adjustments
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