Exclusivity letter—asset purchase

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Exclusivity letter—asset purchase
  • 1 Introduction
  • 2 Definitions
  • 3 Exclusivity
  • 4 Termination of Third Party Negotiations
  • 5 Conduct during Exclusivity Period
  • 6 Approach by a Third Party
  • 7 Access
  • 8 Injunctive relief
  • 9 Announcements
  • More...

Exclusivity letter—asset purchase

Strictly private and confidential

To: [Insert potential seller name]

[Insert potential seller address]

FAO: [Insert name of relevant contact at the potential seller]

Date: [insert date]

Dear [Insert name of relevant contact at the potential seller],

Proposed acquisition of the business of [insert description of the business to be acquired] (the Business) and assets (the Assets) of [insert seller name] (the Seller)

    1. 1

      Introduction

      We refer to our recent discussions concerning the proposed acquisition by [insert buyer name] (or a member of its group of companies) (the Buyer) of the Business and the Assets from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are parties.

    1. 2

      Definitions

      In this letter, unless otherwise provided:

      Exclusivity Period

      1. means the period from the date of this letter until, and including, [insert date on which the exclusivity period ends];

      Relevant Activity

      1. means:

        1. (a)

          the sale, transfer or other disposal of any legal or beneficial interest in all or any part of the Business and/or the [material] assets of the Seller, other than in the ordinary course of business;

        2. (b)

          the sale, transfer or other disposal of any legal or beneficial interest in all or any part of the issued share capital of the Seller and/or the voting rights attached to such shares; or

        3. (c)

          any investment in the Seller [and/or its subsidiaries];

      Third Party

      1. means any person other than the

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