A Letter of Intent to Purchase Business is commonly used in Indian corporate transactions as an initial step in the business acquisition process. This document is typically drafted when a potential buyer has serious interest in acquiring a business but needs to formalize the preliminary understanding before conducting detailed due diligence and negotiating the final agreement. It outlines key terms such as purchase price, payment structure, exclusivity period, and confidentiality obligations, while clearly distinguishing between binding and non-binding provisions. Under Indian law, particularly considering the Indian Contract Act, 1872, and the Companies Act, 2013, this document serves as a roadmap for the transaction while providing certain legal protections to both parties. It's essential in complex business acquisitions where parties need to establish clear parameters for negotiation and due diligence before committing to a definitive agreement.
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1. Letter Header and Date: Formal business letter header including sender's details, recipient's details, and date
2. Subject Line: Clear identification of the document as a Letter of Intent for Business Purchase
3. Introduction: Identification of all parties involved and their roles (buyer/seller)
4. Transaction Overview: Brief description of the business being purchased and type of transaction proposed
5. Purchase Price and Payment Terms: Proposed purchase price, payment structure, and any earnest money deposits
6. Due Diligence: Overview of the due diligence process, timeline, and access requirements
7. Key Terms: Essential terms of the proposed transaction including assets/liabilities to be transferred
8. Timeline: Proposed schedule for due diligence, definitive agreement, and closing
9. Exclusivity: Terms of exclusive negotiation period if applicable
10. Confidentiality: Confidentiality obligations of both parties
11. Binding/Non-binding Provisions: Clear statement of which provisions are binding and non-binding
12. Closing: Signature blocks and formal closing of the letter
1. Conditions Precedent: Include when there are specific conditions that must be met before proceeding with the transaction
2. Regulatory Approvals: Required when the transaction may need specific regulatory clearances
3. Employee Matters: Include when employee retention or transition is a key consideration
4. Intellectual Property: Add when IP assets are a significant part of the transaction
5. Real Estate: Include when property transfers or leases are involved
6. Break Fee: Add when parties want to include terms for compensation if the deal fails
7. Governing Law and Jurisdiction: Include in cases involving parties from different jurisdictions
8. Dispute Resolution: Add when parties want to specify meditation or arbitration procedures
1. Asset Schedule: Preliminary list of key assets included in the proposed transaction
2. Price Calculation: Detailed breakdown of the proposed purchase price and adjustment mechanisms
3. Due Diligence Checklist: Initial list of documents and information required for due diligence
4. Timeline Schedule: Detailed timeline with key milestones and deadlines
5. Excluded Assets/Liabilities: List of specific assets or liabilities excluded from the proposed transaction
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