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The purpose of a letter of intent is to define the economic terms and conditions that apply to the pending business sale if the due diligence results in no material differences in the condition of the seller's business. In simple terms, it means that if I go over your books and records in great detail and I verify that everything you had previously presented checks out, I am willing to pay you X dollars for your business under the set of Y terms. Below is a sample Letter of Intent.
Mr. X. X. LastName
Address 1
Address 2
City, ST Zip
PERSONAL & CONFIDENTIAL
Re: Purchase of Assets of ABC Corp.
Dear Mr. LastName:
The purpose of this letter is to set forth the general terms and conditions of the proposed purchase by NEWCO, a corporation ("Buyer") of substantially all of the assets of ABC Corp., an Illinois corporation ("Seller").
1. Purchase and Sale of Assets. At the Closing (as hereinafter defined), Buyer will purchase all of the assets including accounts receivable but not cash on hand and rights of Seller, including all real and personal property, contract rights, patents and intellectual property. All of the assets to be purchased are referred to below as the "Purchased Assets."
2. Liabilities. Buyer will assume no liabilities of Seller except the following ("Assumed Liabilities"):
The obligations of Seller arising under purchase orders from the Seller's customers in the ordinary course of business, sales orders issued to Seller's suppliers in the ordinary course of business, leases of personal property.
Dave Kauppi is a Merger and Acquisition Advisor with Mid Market Capital, Inc. MMC is a private investment banking and business broker firm specializing in providing corporate finance and business intermediary services to entrepreneurs and middle market corporate clients in a variety of industries. The firm counsels clients in the areas of M&A and divestiture, family business succession planning, valuations, minority interest shareholder sales, business sales and business acquisition. Dave is a Certified Business Intermediary (CBI), a licensed business broker, and a member of IBBA (International Business Brokers Association) and the MBBI (Midwest Business Brokers and Intermediaries). Contact Dave Kauppi at (630) 325-0123, email davekauppi@midmarkcap.com or visit our Web page www.midmarkcap.com.
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