A Letter Of Intent Asset Purchase Agreement is a crucial preliminary document used in German business transactions when a potential buyer wishes to formally express their serious intention to purchase specific business assets. This document serves multiple purposes: it outlines the fundamental terms of the proposed transaction, establishes the framework for due diligence and negotiations, and typically includes both binding provisions (such as confidentiality and exclusivity) and non-binding elements (like purchase price and general terms). Under German law, particular attention must be paid to clearly distinguishing between binding and non-binding provisions, as German courts may be more inclined to find binding obligations in preliminary documents compared to other jurisdictions. The document is typically used before committing significant resources to due diligence and detailed negotiations, providing a structured approach to complex asset purchase transactions while maintaining flexibility for both parties.
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1. Parties: Identification of the parties involved, including full legal names, registration details, and addresses
2. Background/Recitals: Context of the proposed transaction, including brief description of the business and assets involved
3. Definitions: Key terms used throughout the document, particularly defining the Assets and Transaction scope
4. Transaction Overview: High-level description of the proposed asset purchase transaction
5. Purchase Price and Payment Terms: Preliminary indication of purchase price or pricing mechanism, subject to due diligence and final agreement
6. Due Diligence: Framework for the conduct of due diligence investigation
7. Binding Provisions: Explicitly identified binding sections including confidentiality, exclusivity, and costs
8. Non-Binding Nature: Clear statement that except for specified provisions, the LOI is non-binding
9. Timeline: Proposed schedule for due diligence, negotiation, and execution of definitive agreements
10. Governing Law: Specification of German law as governing law and jurisdiction
1. Exclusivity Period: Used when parties want to ensure exclusive negotiations for a specified period
2. Break Fee: Include when parties agree to compensation if one party terminates negotiations under specific circumstances
3. Financing Contingency: Include when buyer's ability to proceed is contingent on obtaining financing
4. Employee Matters: Used when the asset purchase significantly involves employee transfers or consultations
5. Regulatory Approvals: Include when the transaction may require specific regulatory clearances
6. Pre-Closing Covenants: Used when specific conduct requirements are needed during the negotiation period
7. Deal Protection Mechanisms: Include when parties want specific protections during the negotiation phase
1. Asset Schedule: Preliminary list of key assets to be included in the transaction
2. Timeline Schedule: Detailed timeline for key transaction milestones and deadlines
3. Due Diligence Requirements: List of required documentation and information for due diligence
4. Excluded Assets Schedule: Preliminary list of assets explicitly excluded from the transaction
5. Key Terms Sheet: Summary of principal commercial terms to be included in the definitive agreement
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