Sample Letter of Intent published on the site www.annufinance.com
A Pierre Dupont
CEO AVENIX
In the care of the Company Board M & A
Sir
Following the various discussions that we have had and information I was sent by your Board Company Board M & A company registered in AVENIX Paris under the SIRET 333444555 00011 you want to assign, then the designated target, I am interested to enter into this assignment on my behalf or on behalf of my company, FUTURIX, registered in Paris under the SIRET 333444556 00012, or on behalf of a company in creation that I reserve the right to substitute this offer and subsequently named in the buyer.
This assignment for 100% of the target or x% if the offer does not cover all the capital, could take place on the following basis:
1 / Price and price adjustment
The offer price is of X.XXX.000 euro, determined by the following calculation
....
and therefore linked to the result ... state of operations, before taxes or net as I was announced at the close of ..... and for a period .... months, the financial audit will confirm.
Optional
An additional prize will be paid according to the result based on the following .... ... and dated ....
2 / A memorandum
Once an agreement in principle is reached between us, we propose the signing of a protocol committing ourselves to each other on the bases following the preparation of which could be given to your legal advice / my legal advice in coordination with mine / yours.
3 / conditions precedent, to remove successively
3-1 / Funding: by me getting the necessary funding, in addition to my personal contribution of EUR X00.000; especially you put your banker in confidence because I seems well positioned to participate in the operation. I will raise this suspensive condition when I got insurance that I deem sufficient only by a simple letter, fax or e-mail to Council M & A. If I did not get this funding within ... days, I notify Council M & A by the same means and pay my capital as defined below me will be returned.
3-2 / audits: from the lifting of the suspensive condition previous audits will be conducted following the expense of the lessee: Do
propose that audits are considered strictly nécesaires and Examples:
- accountancy between your accountant and my advice, MX .....
- audit business, by myself / by X. ... with yourself / your sales manager
- audit of inventory, delegated by me to Mr. X. .. specify the method and reference materials
- social audit, delegate by me to Mr. X. .. specify the purpose
- legal audit, delegated by me to Mr. X. .. identify documents to be audited
4 / Warranty assets and liabilities
A guarantee must be signed by you along with the protocol, covering a total of .... euro, declining into thirds to cover periods of years ... ... and ...
We will jointly identify the precise conditions of its application.
This guarantee will be materialized by a bank guarantee or other equivalent means to agree to a total of ... euro also declining into thirds to cover the years and years ... ... and ... to bring to light the full signature.
5 / transferor and the Accompaniment competition undertaking
You will provide support to the recovery paid based on .... / Unpaid and will cover a period of ... that the lessee will have the liberty to shorten if desired. This support will involve your presence ... days a week ....
6 / Exclusivity Clause
Until the conditions precedent or abandonment of the project, you will grant me an exclusive and gèlerez Therefore contacts with all other potential buyers.
7 / capital allowance
Choose a reasonable amount, normally 10% of the price but if the price is less than 1.5 million.
In exchange for this exclusivity I will pour upon the signing of the Memorandum of compensation capital .... Euros in a check payable to the CARP to be sequestered by my attorney / legal counsel to your conclusion or end of the talks.
capital allowance will be refunded to me if either of the conditions precedent was not closed as stated above. It would
affected the sale price if successfully completed and therefore part of the price paid to a shareholder / shareholders.
escrow fees will be borne by the parties who would receive this payment.
8 / Ski capital of the transferor licensee
I hope that you bring to my company's capital recovery of the sum .... euros against a percentage of ... % Of that corporation
I will take a commitment to repurchase the securities on terms to be defined.
9 / Journey to the proposed assignment
The protocol should be signed as soon as possible; must be provided for the audit period ... weeks and the signing of definitive measures of transfer slips and payment of the price by cashier's checks to existing shareholders and members will follow the suit of legal counsel in charge of preparing acts.
10 / Duration of validity of this offer
This offer is valid for 30 calendar days.
This letter is based on the view that I'm done on this company from all written and verbal information provided to me in the memorandum Consulting M & A additional documents and our interviews. If audits brought doubt on some of this information, or a reduction sensitive to the value of the company, I reserve to review this proposal, or to discontinue negotiations at any time without any obligation to you and capital allowance to me would be made by the sequestered on a notification from me to you even by ordinary mail at the end of the talks.
I hope you agree with this and please accept ...
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