Exclusivity letter—asset purchase
Exclusivity letter—asset purchase

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

  • Exclusivity letter—asset purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note: Brexit—drafting boilerplate clauses.

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

  2. 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.

  3. 2

    Definitions

  4. 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]