Letter of Intent for Business Transaction
PERSONAL & CONFIDENTIAL
Re: Letter of Intent
The following represents a summary of
Our proposal is as follows:
1. PROPOSED TRANSACTION.
Any obligation to consummate the Proposed Transaction under the terms of this letter is based entirely on satisfaction of each of the following conditions:
- (a) receipt of all applicable consents, approvals, and authorizations including board, partnership, third-party, and regulatory approvals, if any, relating to the Proposed Transaction; and
- (b) completion by each party and its business, legal, financial, and engineering representatives of a substantial due diligence investigation of all relevant business, legal, financial, engineering, and environmental documents, with results satisfactory to that party, no later than
(the "Due Diligence Completion Date").
4. DUE DILIGENCE.
While this letter remains in effect, each party and its advisors shall have reasonable access to the other party's books, records, and personnel files, and shall receive such financial and operational data and other information as that party may reasonably request. Any received information will be kept confidential by the receiving party. On termination or expiration of this letter, each party shall return all printed information received from the other party in connection with the Proposed Transaction.
5. NOTICE AFTER COMPLETION OF DUE DILIGENCE.
On or before the Due Diligence Completion Date, each party shall notify the other party in writing that it has completed substantial due diligence and is prepared to proceed with consummation of the Proposed Transaction (the "Notice of Intention to Proceed"). If a party does not provide a Notice of Intention to Proceed to the other party on or before the Due Diligence Completion Date, the other party may cancel this proposal and neither party will have any obligation or liability to the other party. The effective date of receipt of a Notice of Intention to Proceed is its date of receipt as acknowledged in writing by the receiving party.
6. EXTENSION OF TIME FOR CLOSING.
If the Proposed Transaction is not completed by the Closing Date and each party has been operating in good faith to complete its due diligence and negotiate the transaction documents to consummate the Proposed Transaction, the parties shall evaluate the progress made towards closing and, if suitable progress is being made, discuss in good faith a revised Counting Period (as defined below) and Closing Date. If the parties have not made satisfactory progress towards closing, either party may withdraw from the Proposed Transaction without any further obligation or liability to the other party. A party withdrawing from the Proposed Transaction under the preceding sentence shall promptly inform the other party in writing of this withdrawal. The term "Counting Period" means the period from the date of this letter until the Closing Date, if on or before the Due Diligence Completion Date each party has sent the Notice of Intention to Proceed in accordance with the terms of section
7. FINAL AGREEMENTS.
The Final Agreements may include customary covenants, conditions, representations, and warranties. As this is a nonbinding letter, there may be additional elements for negotiation and inclusion.
Each party is responsible for all of its own costs and expenses incurred in connection with the Proposed Transaction or this letter, whether or not the Proposed Transaction is consummated. Except for breach of any confidentiality provisions, neither party will have any liability to the other party for any liabilities, losses, damages, costs, or expenses incurred by the party if negotiations between the parties are terminated as provided in section
12. NONBINDING LETTER; WITHDRAWAL.
If the terms of this letter are acceptable to you, please sign in the space provided below and return it to the attention of the
|Agreed to on ______________________________________|
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