Heads of terms—asset purchase
Heads of terms—asset purchase

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

  • Heads of terms—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] (the Seller)

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 potential seller name] (the Seller)

  1. 1


    1. 1.1

      Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we, [insert buyer name] or a member of our group of companies (the Buyer), propose to acquire 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 the parties.

    2. 1.2

    3. The terms in this letter are not exhaustive and[, with the exception of paragraphs 8.3, 9, 10, 11 and 12,] are subject to contract and not intended to be legally binding on the parties. Neither