Letter of Intent
LETTER OF INTENT
May 8, 2013
(Title and Name)
(Address)
Dear ,
This letter confirms your and our mutual intentions with respect to the potential transaction described herein between (Buyer) and (Seller) . This document in and of itself does not represent an enforceable legal contract.
1. Terms. The principal terms of the proposed transaction would be substantially as follows:
a) Real and Effective Acquisition. Buyer would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its software development business, including, without limitation: (i) the __________________ software, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances.
b) Consideration. The aggregate consideration for the assets and business to be purchased would be $ __________; provided, however, that the working capital (current assets less current liabilities) of the business to be purchased equals or exceeds $0, as shown on a closing date balance sheet prepared in accordance with generally accepted accounting principles.
c) Due Diligence Review. Promptly following the execution of this letter of intent, you will allow us to complete our examination of your financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence. Any information obtained by us as a result thereof will be maintained by us in confidence subject to the terms of the Confidentiality Agreement executed by the parties and dated ______________ (the “Confidentiality Agreement”). The parties will cooperate to complete due diligence expeditiously.
d) Definitive Purchase
May 8, 2013
(Title and Name)
(Address)
Dear ,
This letter confirms your and our mutual intentions with respect to the potential transaction described herein between (Buyer) and (Seller) . This document in and of itself does not represent an enforceable legal contract.
1. Terms. The principal terms of the proposed transaction would be substantially as follows:
a) Real and Effective Acquisition. Buyer would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its software development business, including, without limitation: (i) the __________________ software, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances.
b) Consideration. The aggregate consideration for the assets and business to be purchased would be $ __________; provided, however, that the working capital (current assets less current liabilities) of the business to be purchased equals or exceeds $0, as shown on a closing date balance sheet prepared in accordance with generally accepted accounting principles.
c) Due Diligence Review. Promptly following the execution of this letter of intent, you will allow us to complete our examination of your financial, accounting and business records and the contracts and other legal documents and generally to complete due diligence. Any information obtained by us as a result thereof will be maintained by us in confidence subject to the terms of the Confidentiality Agreement executed by the parties and dated ______________ (the “Confidentiality Agreement”). The parties will cooperate to complete due diligence expeditiously.
d) Definitive Purchase