Letter of Intent (LOI) for Asset Purchase Template

[Buyer Letterhead, if any]

[Date]

[Seller Name]

[Seller Company Name]

[Seller Street Address]

[City, State/Province, ZIP/Postal Code, Country]

1. Introduction and Purpose

This non-binding Letter of Intent (“LOI”) sets forth certain preliminary terms and conditions under which [Buyer Legal Name] or its designated affiliate (“Buyer”) proposes to acquire from [Seller Legal Name] or its designated affiliate (“Seller”) certain assets used in the operation of [Business Name or Description] (the “Business”).

Except for the provisions expressly stated to be binding in Section 11 of this LOI, this LOI is intended only as an expression of interest and an outline of key terms, and is not a binding agreement to complete any transaction.

2. Parties

Buyer:

Legal Name: [Buyer Legal Name]

Jurisdiction and Entity Type: [Buyer Jurisdiction and Entity Type]

Address: [Buyer Address]

Seller:

Legal Name: [Seller Legal Name]

Jurisdiction and Entity Type: [Seller Jurisdiction and Entity Type]

Address: [Seller Address]

3. Description of Business and Assets

Business:

[Brief Description of Business Operations]

Assets to Be Acquired (the “Purchased Assets”) include, without limitation:

• Tangible assets: [Equipment, Inventory, Furniture, Fixtures, Other Tangible Assets]

• Intangible assets: [Trademarks, Trade Names, Customer Lists, Domain Names, Software, Contracts, Goodwill]

• Other assets: [Any Other Assets to Be Included]

Tangible assets: [Equipment, Inventory, Furniture, Fixtures, Other Tangible Assets]

Intangible assets: [Trademarks, Trade Names, Customer Lists, Domain Names, Software, Contracts, Goodwill]

Other assets: [Any Other Assets to Be Included]

Excluded Assets, if any, will be identified during due diligence and in the definitive Asset Purchase Agreement.

4. Purchase Price and Structure

4.1 Purchase Price

Subject to due diligence and final negotiation, the proposed purchase price for the Purchased Assets is:

Purchase Price: [Purchase Price Amount and Currency]

4.2 Payment Structure

The Purchase Price is expected to be paid as follows:

• Cash at Closing: [Cash Amount]

• Promissory Note: [Principal Amount, Basic Terms]

• Equity Consideration (if any): [Description]

• Earn-Out or Contingent Payments (if any): [Summary of Earn-Out Formula or Terms]

Cash at Closing: [Cash Amount]

Promissory Note: [Principal Amount, Basic Terms]

Equity Consideration (if any): [Description]

Earn-Out or Contingent Payments (if any): [Summary of Earn-Out Formula or Terms]

The exact structure and allocation will be set forth in the definitive Asset Purchase Agreement.

5. Assumed Liabilities and Excluded Liabilities

Buyer expects to assume only certain specified liabilities related to the Purchased Assets and the Business (the “Assumed Liabilities”), which may include:

• Certain trade payables and accrued expenses identified by the parties;

• Obligations under contracts and leases expressly assumed by Buyer;

• Other agreed operational liabilities directly related to the Purchased Assets after closing.

Certain trade payables and accrued expenses identified by the parties;

Obligations under contracts and leases expressly assumed by Buyer;

Other agreed operational liabilities directly related to the Purchased Assets after closing.

All other liabilities of Seller, including any liabilities not expressly assumed, will remain with Seller (the “Excluded Liabilities”). The definitive Asset Purchase Agreement will contain detailed schedules of Assumed Liabilities and Excluded Liabilities.

6. Due Diligence

Buyer’s obligation to proceed with the transaction will be subject to Buyer’s completion of financial, legal, tax, operational, and commercial due diligence to Buyer’s satisfaction.

6.1 Due Diligence Period

The parties anticipate a due diligence period of [Number] days beginning on the date Seller delivers initial requested information and access to Buyer (the “Due Diligence Period”).

6.2 Access and Information

During the Due Diligence Period, Seller will provide Buyer and its advisors with reasonable access to:

• Financial statements and books and records of the Business;

• Key contracts, customer and supplier information;

• Employee and benefits information (subject to applicable privacy rules);

• Facilities, equipment, and other physical assets; and

• Any other information reasonably requested and relevant to the transaction.

Financial statements and books and records of the Business;

Key contracts, customer and supplier information;

Employee and benefits information (subject to applicable privacy rules);

Facilities, equipment, and other physical assets; and

Any other information reasonably requested and relevant to the transaction.

7. Conditions to Closing

The completion of the transaction will be subject to customary conditions, which are expected to include:

• Negotiation, approval, and execution of a mutually acceptable definitive Asset Purchase Agreement and related documents;

• Buyer’s satisfaction with its due diligence review;

• Receipt of any required consents from landlords, customers, suppliers, lenders, or other third parties;

• Receipt of any required regulatory or governmental approvals;

• Accuracy in all material respects of representations and warranties at closing;

• Performance in all material respects of covenants and obligations in the definitive agreements;

• Absence of any material adverse change in the Business or Purchased Assets between the date of this LOI and closing.

Negotiation, approval, and execution of a mutually acceptable definitive Asset Purchase Agreement and related documents;

Buyer’s satisfaction with its due diligence review;

Receipt of any required consents from landlords, customers, suppliers, lenders, or other third parties;

Receipt of any required regulatory or governmental approvals;

Accuracy in all material respects of representations and warranties at closing;

Performance in all material respects of covenants and obligations in the definitive agreements;

Absence of any material adverse change in the Business or Purchased Assets between the date of this LOI and closing.

8. Target Timeline and Closing

8.1 Target Signing Date

The parties intend to negotiate and finalize the definitive Asset Purchase Agreement by approximately:

Target Signing Date: [Target Date]

8.2 Target Closing Date

The parties anticipate that closing will occur on or about:

Target Closing Date: [Target Closing Date], or such other date as the parties may mutually agree in writing.

9. Exclusivity (No-Shop) – Binding

From the date of this LOI until the earlier of (a) the execution of the definitive Asset Purchase Agreement, or (b) [Expiration Date or Number of Days from Date of LOI], Seller agrees that it will not, directly or indirectly:

• Solicit or encourage any proposal or inquiry from any other person regarding the purchase of the Business or substantially all of its assets;

• Enter into or continue any negotiations or discussions with any third party regarding such a transaction; or

• Provide non-public information about the Business or its assets to any other potential buyer, except as required by law.

Solicit or encourage any proposal or inquiry from any other person regarding the purchase of the Business or substantially all of its assets;

Enter into or continue any negotiations or discussions with any third party regarding such a transaction; or

Provide non-public information about the Business or its assets to any other potential buyer, except as required by law.

If Seller receives any unsolicited contact or proposal regarding a similar transaction during this period, Seller will promptly inform Buyer.

10. Confidentiality – Binding

The parties acknowledge that any separate confidentiality or non-disclosure agreement between them will remain in full force and effect and will govern the use and protection of confidential information.

If no prior confidentiality agreement exists, the parties may include or attach basic confidentiality terms here, for example:

• Both parties will keep non-public information received from the other party confidential and use it only to evaluate the proposed transaction;

• Confidential information will not be disclosed to third parties except to professional advisors who are bound by confidentiality or as required by law.

Both parties will keep non-public information received from the other party confidential and use it only to evaluate the proposed transaction;

Confidential information will not be disclosed to third parties except to professional advisors who are bound by confidentiality or as required by law.

11. Non-Binding Nature; Binding Sections

11.1 Non-Binding Provisions

The parties agree that the following sections of this LOI are non-binding and do not obligate either party to complete the transaction:

• Section 1 (Introduction and Purpose)

• Section 2 (Parties)

• Section 3 (Description of Business and Assets)

• Section 4 (Purchase Price and Structure)

• Section 5 (Assumed Liabilities and Excluded Liabilities)

• Section 6 (Due Diligence)

• Section 7 (Conditions to Closing)

• Section 8 (Target Timeline and Closing)

Section 1 (Introduction and Purpose)

Section 2 (Parties)

Section 3 (Description of Business and Assets)

Section 4 (Purchase Price and Structure)

Section 5 (Assumed Liabilities and Excluded Liabilities)

Section 6 (Due Diligence)

Section 7 (Conditions to Closing)

Section 8 (Target Timeline and Closing)

No contract or agreement for the sale of the Purchased Assets will be deemed to exist unless and until a definitive Asset Purchase Agreement is signed by both Buyer and Seller.

11.2 Binding Provisions

The parties intend that the following sections are binding and enforceable in accordance with their terms:

• Section 9 (Exclusivity – No-Shop)

• Section 10 (Confidentiality – to the extent set out or incorporated here)

• Section 11 (Non-Binding Nature; Binding Sections)

• Section 12 (Governing Law)

• Section 13 (Expenses)

• Section 14 (Miscellaneous)

Section 9 (Exclusivity – No-Shop)

Section 10 (Confidentiality – to the extent set out or incorporated here)

Section 11 (Non-Binding Nature; Binding Sections)

Section 12 (Governing Law)

Section 13 (Expenses)

Section 14 (Miscellaneous)

12. Governing Law – Binding

This LOI and any disputes arising from or relating to the binding provisions of this LOI will be governed by and construed in accordance with the laws of:

Governing Law: [State/Province, Country]

without giving effect to conflict-of-law principles that would result in the laws of another jurisdiction applying.

13. Expenses – Binding

Each party will bear its own expenses, including fees of advisors, attorneys, and accountants, incurred in connection with the negotiation and evaluation of this LOI and the proposed transaction, unless otherwise agreed in a definitive written agreement.

14. Miscellaneous – Binding

14.1 No Obligation to Close

Nothing in this LOI obligates either party to proceed with the proposed transaction until a definitive Asset Purchase Agreement is executed and delivered by both parties.

14.2 Amendments

This LOI may only be amended or modified by a written agreement signed by both Buyer and Seller.

14.3 Counterparts and Electronic Signatures

This LOI may be signed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same document. Signatures delivered electronically will be treated as originals for all purposes.

Signatures

If the foregoing terms are acceptable, please sign below to indicate your agreement with the binding and non-binding provisions of this LOI.

Buyer:

Signature: _______________________________

Printed Name: [Buyer Signatory Name]

Title: [Buyer Signatory Title]

Date: [Date Signed by Buyer]

Seller:

Signature: _______________________________

Printed Name: [Seller Signatory Name]

Title: [Seller Signatory Title]

Date: [Date Signed by Seller]

Witnesses (If Used)

Witness 1:

Signature: _______________________________

Printed Name: [Witness 1 Full Legal Name]

Address: [Witness 1 Address]

Date: [Date Signed by Witness 1]

Witness 2 (if required):

Signature: _______________________________

Printed Name: [Witness 2 Full Legal Name]

Address: [Witness 2 Address]

Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]

County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Buyer Signatory Name] and [Seller Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Letter of Intent (LOI) for Asset Purchase for the purposes stated in it.

Notary Public Signature: _______________________________

Notary Public Printed Name: [Notary Full Name]

My Commission Expires: [Commission Expiration Date]

Notary Seal: ☐