BONA FIDE OFFER TO PURCHASE ASSETS

BONA FIDE OFFER TO PURCHASE ASSETS

[DATE]

[NAME OF SELLER]

[SELLER’S ADDRESS]

Re: Bona Fide Offer to Purchase Assets of [BUSINESS]

Dear [NAME],

This offer letter (this “Offer”) is intended to be a summary of the terms proposed by the undersigned buyer (the “Buyer”) pertaining to the purchase of substantially all assets used in the operation of [DESCRIBE BUSINESS] (the “Business”), which is owned and operated by [SELLER] (the “Seller”). Each of the parties hereto may be referred to collectively as the “Parties” herein.

[The Parties agree and acknowledge that no binding contract shall exist between the Parties regarding the purchase of the Business by the Buyer until a final definitive agreement has been executed and delivered except that the Parties agree that they are to be bound by the disclosure covenants, exclusivity provision, and confidentiality provision hereunder.]

The following reflects the terms contemplated by the Parties regarding the Buyer’s purchase of the Business from the Seller:

• Assets to be Acquired: The Buyer shall acquire substantially all of the assets of the Business (the “Assets”), free and clear of all encumbrances, except for that which is articulated hereunder. 
• Liabilities to be Assumed: The Buyer shall not assume any liabilities of the Seller, whether or not pertaining to the Business, other than the following: [LIABILITIES TO BE ASSUMED] (the “Liabilities”).
• Purchase Price: The Buyer shall pay to the Seller a total of [AMOUNT] in consideration of the Assets (the “Purchase Price”). The Purchase Price shall be paid in accordance with the following schedule: [SCHEDULE OF PAYMENTS].
• Deadline for Acceptance: Unless otherwise extended in writing by the Parties, this Offer shall remain open until [DATE].
• Exclusivity: For [TIMEFRAME] after execution of this Offer by the Seller (the “Exclusivity Period”), the Buyer shall have exclusive rights to negotiate and enter into an agreement with the Seller to purchase any Assets. The Buyer agrees that it shall not market the Business for sale to any third party until the end of the Exclusivity Period.
• Due Diligence: For thirty (30) days after the execution of the Offer, the Seller shall give unfettered access to the Buyer for review of any information relevant to its evaluation of the Business, including (but not limited to) financial information, operational information, employee and contractor information, and information related to third party business contacts. 
• Confidentiality: The Parties agree and acknowledge that the terms of this Offer shall be kept confidential. Moreover, the Buyer agrees and acknowledges that the Buyer will have access to sensitive, proprietary, and confidential information and trade secrets of the Seller that it agrees it will not disclose to any third party other than its financial and legal advisors. This covenant shall survive the termination of this Offer, whether or not the Parties enter into a binding transaction similar to that which is contemplated hereunder.
• Seller Covenant: The Seller shall continue to operate the Business in due course and shall disclose any material adverse change regarding the Business to the Buyer as soon as is practicable should any such material adverse change occur. 

Sincerely,

[NAME OF BUYER REPRESENTATIVE]

By signing below, the Seller hereby accepts the terms of the Offer and shall proceed in accordance with that which has been articulated hereunder:

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Signature Date

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Name

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Address