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

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

  • Heads of terms—asset purchase
  • 1 Introduction
  • 2 The proposed acquisition
  • 3 Price
  • 4 Employees
  • 5 Conditions
  • 6 Timing
  • 7 Transaction documents
  • 8 Due diligence
  • 9 Costs
  • More...

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes: What does IP completion day mean for contract clauses? and Brexit—drafting boilerplate clauses [Archived].

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.

      1. 1.2

        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 party to this letter shall be legally bound to proceed with the Proposed Acquisition unless and until a formal written asset purchase agreement is entered into.

      1. 1.3


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