Letter of Intent for Sale

Letter of Intent for Sale

This Letter of Intent for Sale (this "Letter") is made and entered into as of Day Month Year by and between Seller Name: (the "Seller") and Buyer Name: (the "Buyer").

RECITALS

WHEREAS, Seller owns or has the right to sell the assets and/or business described as:

WHEREAS, Buyer has expressed interest in acquiring such assets and/or business and desires to proceed with an exclusive due diligence and negotiation period on the terms set forth herein; and

WHEREAS, the parties intend by this Letter to set forth certain principal terms and conditions that will form the basis for preparation of a definitive purchase agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Sale and Purchase

Subject to the negotiation and execution of a definitive purchase agreement (the "Purchase Agreement"), Seller agrees to sell and Buyer agrees to purchase the assets and/or equity specified in the Purchase Agreement, excluding any assets expressly identified in writing by Seller as excluded assets. The assets to be included are described above and further detailed during due diligence.

2. Purchase Price

The preliminary proposed purchase price is $ payable in accordance with terms to be set forth in the Purchase Agreement, subject to customary adjustments for working capital, liabilities and other agreed items.

3. Deposit / Earnest Money

Upon execution of the Purchase Agreement, Buyer shall deliver earnest money in the amount of $ to be held in escrow by a mutually agreed escrow agent. The treatment of such funds on termination or closing shall be governed by the Purchase Agreement.

4. Due Diligence

Buyer shall have an exclusive period of days from the Effective Date to conduct due diligence of Seller's operations, financial statements, contracts, title to assets, and other matters reasonably requested by Buyer. Seller shall provide reasonable access to requested information and personnel.

5. Exclusivity / No-Shop

From the Effective Date and continuing for days, Seller shall not solicit, negotiate, or enter into any agreement with any third party regarding the sale of the assets or business described herein. Any breach of this provision shall entitle Buyer to injunctive relief and to pursue other remedies available at law or equity.

6. Closing

The parties anticipate a target closing on or about Day Month Year (the "Closing Date"), subject to satisfaction or waiver of the conditions set forth in the Purchase Agreement.

7. Conditions to Closing

The obligations of each party to close shall be subject to customary closing conditions including, but not limited to, (a) the accuracy of representations and warranties in material respects, (b) performance of covenants, (c) receipt of required consents and approvals, and (d) no material adverse change to Seller's business. The definitive Purchase Agreement will set forth the full list of conditions precedent.

8. Representations and Warranties

Each party represents that it has the full corporate power and authority to enter into this Letter and to carry out the transactions contemplated herein. Seller represents that to Seller's knowledge there are no liens or encumbrances on the assets other than as disclosed in writing to Buyer prior to the Effective Date. The foregoing representations are preliminary and are intended to be superseded by more detailed representations and warranties in the Purchase Agreement.

9. Confidentiality

The parties agree that all non-public information exchanged in connection with this Letter and the contemplated transaction shall be maintained in confidence and used solely for the purpose of evaluating and consummating the transaction, subject to disclosures required by law. This confidentiality obligation shall survive termination of this Letter.

10. Expenses

Except as otherwise agreed in writing, each party shall bear its own expenses incurred in connection with the negotiation and preparation of the Purchase Agreement and related documents; provided, however, that if the Purchase Agreement provides for payment of transaction expenses, such allocation shall control.

11. Binding and Non-Binding Provisions

Except for Sections 5 (Exclusivity / No-Shop), 9 (Confidentiality), 10 (Expenses), 12 (Governing Law) and this Section 11, which shall be legally binding and enforceable, this Letter is intended only to express the basic terms of a proposed transaction and is non-binding. No obligation of either party to consummate the transaction shall arise unless and until a definitive Purchase Agreement has been executed and delivered by both parties.

12. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: without regard to conflict of law principles.

13. Notices

All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

14. Amendments; Waiver; Counterparts

This Letter may be amended only by a written instrument signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any other breach. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. Entire Agreement; Severability

This Letter constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that accomplishes the original intent.

16. Miscellaneous

Each party acknowledges that it has been represented by counsel or had the opportunity to seek counsel, and that it has read and understands the terms and conditions of this Letter.

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