tiktok���˰�

An Acquisition Letter of Intent is a crucial preliminary document in the M&A process under Dutch law, typically used when parties have reached initial agreement on key commercial terms but before conducting detailed due diligence and negotiating definitive agreements. This document sets out the proposed structure and principal terms of the transaction, while usually maintaining a non-binding nature except for specific provisions like confidentiality and exclusivity. The LOI serves multiple purposes: it demonstrates serious intent, provides a framework for negotiations, outlines the due diligence process, and establishes timelines. Under Dutch jurisdiction, while most provisions are non-binding, certain obligations regarding good faith negotiations may arise from general principles of Dutch civil law, making it important to carefully draft the document to clearly indicate which provisions are intended to be binding.

1. Date and Addresses: Formal letter date and addresses of both parties

2. Opening Salutation: Formal greeting and reference to discussions

3. Transaction Overview: Brief description of the proposed transaction structure and target business/assets

4. Key Commercial Terms: Outline of principal terms including proposed purchase price, payment structure, and key assets/liabilities included

5. Due Diligence: Process and scope of due diligence investigation

6. Timeline: Proposed schedule for due diligence, negotiation, and closing

7. Binding Provisions: Explicitly binding terms including confidentiality, exclusivity, and governing law

8. Non-Binding Nature: Clear statement that other provisions are non-binding

9. Closing: Signature blocks and formal letter closing