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Letter Of Intent To Sell Business for India

Letter Of Intent To Sell Business Template for India

A Letter of Intent to Sell Business under Indian law is a preliminary written document that outlines the proposed terms and conditions for the sale of a business. While primarily non-binding, except for specific provisions like confidentiality and exclusivity, it serves as a framework for negotiating the final agreement. The document, governed by Indian contract law principles, particularly the Indian Contract Act, 1872, sets out key terms including the proposed purchase price, transaction structure, due diligence requirements, and timeline for completion. It acts as a roadmap for the transaction while providing both parties with protection during negotiations.

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What is a Letter Of Intent To Sell Business?

A Letter of Intent to Sell Business is typically used in the initial stages of a business sale transaction in India, after preliminary discussions but before detailed due diligence and final agreements. It demonstrates serious intent while maintaining flexibility in negotiations. The document includes essential elements such as transaction structure, purchase price parameters, due diligence framework, and timeline, while specifically identifying which provisions are legally binding. Under Indian law, while most provisions are non-binding, certain clauses like confidentiality and exclusivity are typically enforced. This document is crucial for complex business sales where parties need to outline their understanding before investing significant resources in due diligence and detailed negotiations.

What sections should be included in a Letter Of Intent To Sell Business?

1. Date and Addresses: Opening with current date and formal addresses of both parties

2. Subject Line: Clear indication that this is a Letter of Intent regarding the proposed sale of [Business Name]

3. Introduction: Opening paragraph identifying the parties and their roles (Seller and Potential Buyer)

4. Transaction Overview: Brief description of the proposed transaction, including the business being sold and type of transaction (asset or share sale)

5. Purchase Price: Proposed purchase price or price range and payment terms

6. Due Diligence: Overview of the due diligence process, timeline, and access to information

7. Key Terms: Essential commercial terms including assets/shares to be transferred, key assumptions, and major conditions

8. Timeline: Proposed schedule for due diligence, definitive agreement, and closing

9. Binding Provisions: Explicitly stating which provisions are legally binding (typically confidentiality, exclusivity, and governing law)

10. Closing: Signature blocks and formal closing of the letter

What sections are optional to include in a Letter Of Intent To Sell Business?

1. Employee Matters: Include when the business has significant employees and their transfer is material to the transaction

2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances

3. Financing: Include when the buyer needs to specify their financing arrangements or conditions

4. Break Fee: Include when parties want to specify fees payable if either party terminates negotiations

5. Asset Retention: Include when seller wishes to retain certain assets or liabilities

6. Transition Services: Include when post-closing assistance from seller will be required

7. Non-Compete: Include when buyer requires seller to agree to non-competition restrictions

What schedules should be included in a Letter Of Intent To Sell Business?

1. Schedule A - Business Description: Detailed description of the business, including key assets, operations, and financial metrics

2. Schedule B - Key Assets: List of major assets included in the sale (equipment, inventory, intellectual property, etc.)

3. Schedule C - Excluded Assets: List of assets specifically excluded from the transaction

4. Schedule D - Key Employees: List of key employees and their roles, if relevant to the transaction

5. Schedule E - Required Consents: List of third-party or regulatory consents required for the transaction

6. Schedule F - Due Diligence Requirements: Detailed list of documents and information required for due diligence

7. Schedule G - Timeline: Detailed timeline with key milestones and deadlines

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions


























Clauses






























Relevant Industries

Manufacturing

Information Technology

Retail

Healthcare

Financial Services

Real Estate

Hospitality

Professional Services

E-commerce

Construction

Automotive

Education

Telecommunications

Media and Entertainment

Agriculture

Logistics and Transportation

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Strategy

Business Development

Compliance

Risk Management

Corporate Secretarial

Due Diligence

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Business Development Manager

Mergers & Acquisitions Director

Company Secretary

Chief Strategy Officer

Investment Banker

Business Owner

Corporate Finance Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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