>>>Includes English and French versions
See an extract (PDF)
Leading legal author:
Vincent Allard, attorney
This letter of intent applies when the Purchaser commits himself to buying all shares held by the Seller in the capital stock of a company. Here is the Table of Contents:
- IDENTIFICATION OF THE PARTIES
- PREAMBULE
PART I: PROVISIONS RELATING TO THE PROPOSED TRANSACTION
- Purchase Price
- Determination of the Purchase Price
- Allocation of the Purchase Price
- Terms and Conditions of Payment
- Due Diligence Review of the Company
- Preparation of Audited Financial Statements
- Ordinary Course of Business of the Company
- Necessary Approvals
- Conditions Precedent to the Proposed Transaction
- FINAL AGREEMENT AND CLOSING
- Escrow of Part of the Purchase Price
- Vendor's Usual Representations and Warranties
- Vendor's General Undertaking to Indemnify
- Vendor's Specific Warranty (Company's Net Worth)
- Vendor's Specific Warranty (Company's Future Revenues)
- Vendor's Specific Warranty (Company's Future Earnings)
- Vendor's Specific Warranty (Company's Accounts Receivable)
- Vendor's Confidentiality Undertaking
- Vendor's Non-Compete Undertaking
- Vendor's Undertaking Not to Solicit Customers
- Vendor's Undertaking Not to Solicit Personnel
- Vendor's Resignation as Director and Officer
- Discharge of Suretyships Given by the Vendor
- Reimbursement of Amounts Owed by the Company to the Vendor
- Vendor's Cooperation
- Employment Contract (OR: Consulting Agreement) Between the Vendor and the Company
- Employment Contract Between the Key Employees and the Company
- Status of the Company's Employees
- Immovable Housing the Operations of the Company
- Other Provisions of the Sale Agreement
- Closing Documents
- Date of the Closing
- Location of the Closing
PART II: PROVISIONS RELATING TO THIS LETTER OF INTENT
- Representatives of the Parties
- Electronic Communications
- Legal Advisors of the Purchaser
- Cooperation Among the Parties
- Reciprocal Confidentiality and Non-Disclosure Undertaking
- Purchaser's Exclusive Right to Negotiate with the Vendor
- Vendor's Exclusive Right to Negotiate with the Purchaser
- Cancellation of this Letter of Intent
- Assignment of the Purchaser's Rights
- Professional Expenses (Legal, Accounting and Other)
- Charges Relating to Breach (Payable by the Purchaser)
- Charges Relating to Breach (Payable by the Vendor)
- Charges Relating to a Higher Bid (Payable by the Vendor)
- "Force majeure"
- Severability
- Notices
- Headings
- Schedules
- No Waiver
- Cumulative Rights
- Entire Agreement
- Amendments
- Number and Gender
- No Right to Transfer
- Calculating Time Periods
- Currency
- Governing Law
- Election of Domicile
- Counterparts
- Successors
- Joint and Several Liability
- Elapsed Time
- Language
- EFFECTIVE DATE OF THE LETTER OF INTENT
- WARNING
- SIGNATURE OF THE PURCHASER
- ACKNOWLEDGEMENT OF RECEIPT AND ACCEPTANCE BY THE VENDOR
SAVE 25%!
*** Letters of Intent 1 Kit (Sale of Corporate Shares + Due Diligence)
*** Corporate 11 Kit (Sale of Corporate Shares)
*** Commercial 2 Kit (Sale of a Business) |
This Jurifax product:
- comes with a user guide;
- may be downloaded right after the online approval of the credit card transaction, by clicking on the "Download Now" red button;
- is compressed in .zip format in order to facilitate its download and may be decompressed with WinZip shareware;
- is in Word for Windows.
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All prices are in U.S. dollars.
