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1. Letter Header: Date, sender's details, recipient's details, and reference line
2. Subject Line: Clear indication that this is a Letter of Intent to Purchase [Business Name]
3. Opening Statement: Formal introduction stating the purpose of the letter and identifying the parties involved
4. Business Identification: Clear description of the target business, including legal name, location, and nature of business
5. Purchase Intent: Clear statement of intention to purchase the business, subject to conditions
6. Proposed Terms: Key commercial terms including proposed purchase price, payment terms, and general scope of assets/liabilities to be included
7. Due Diligence: Statement regarding the need for and scope of due diligence investigation
8. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers
9. Timeline: Proposed timeline for due diligence, definitive agreement, and closing
10. Confidentiality: Statement regarding the confidential nature of the discussions and information shared
11. Non-Binding Nature: Clear statement that the LOI is non-binding except for specific provisions (like confidentiality and exclusivity)
12. Closing: Formal closing, signature blocks for both parties
1. Break Fee: Include when parties want to specify compensation if either party terminates negotiations
2. Financing Contingency: Include when the purchase is contingent on the buyer obtaining financing
3. Employee Retention: Include when there are specific intentions regarding key employees
4. Regulatory Approval: Include when the transaction may require government or regulatory approvals
5. Asset Allocation: Include when there's a need to specify preliminary allocation of purchase price among assets
6. Post-Closing Covenants: Include when there are specific expectations about non-compete or transition support
7. Deposit Terms: Include when a good faith deposit is required
1. Business Description Schedule: Detailed description of the business, its operations, and major assets
2. Preliminary Price Calculation: Basic framework for how the purchase price was determined
3. Due Diligence Checklist: Preliminary list of documents and information required for due diligence
4. Key Assets Schedule: List of major assets intended to be included in the purchase
5. Timeline Schedule: Detailed timeline of key dates and milestones for the transaction
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