LETTER OF INTENT
Date ____________________
Dear Sirs,
RE: PURCHASE OF TWO BREWPUBS (“THE COMPANY”)
This letter of intent, represents the basic terms for an agreement that shall be considered non-
binding. After this Letter of Intent has been made, another formal agreement may be constructed
to the benefit of the Parties:
Buyer(s): __________________________of
_______________________________________address, and
Seller(s): ________________________________of
_____________________________________address
i. The Transaction: Buyer agrees to pay the Seller the amount of three point six million
Dollars ($3.6M) (“Purchase Price”) in exchange for 100% of the Company’s assets,
goodwill, and IP (including recipes for all beer and food). The Seller shall also remain in
a consulting role for 180 days from the date of the transaction i.e purchase).
ii. Payment: Payment shall be paid in the following manner: (check one)
☐ upon the signing of this Letter, to be held in escrow with a mutually agreeable escrow
agent, and applied to the Purchase Price at the Closing.
☐ to be deposited with a mutually agreeable escrow agent, to be held for a period of
__________ days after the Closing, in order to secure the performance of Seller’s post-
closing obligations under the Purchase Agreement
☐ By the Date of ______________________, 20____.
☐ By the Date mentioned in the formal agreement.
☐ – Other: ______________________________________________________________
iii. Deposit: With the signing of this Letter of Intent, the Parties agree that: (check one)
☐ – Deposit is Required: The Buyer shall remit to the Seller, together with this Letter of
Intent, payment in the amount of ______________________ Dollars
($______________________) (“Deposit”). The Deposit shall be accepted by the Seller
as: (check one)
☐ Refundable under the following terms:
________________________________________________________________________
______________________________________________________________________________
.
☐ Non-Refundable.
☐ – Deposit is NOT Required: The Buyer shall not be required to make payment at the
time of signing this Letter of Intent.
iv. Financing: The Buyer shall require 60 days from the time of executing this letter for
financing. The Seller shall finance 20% of the Purchase Price.
The Buyer has made it known that: (check one)
☐ – Conditional Upon Financing: This Letter of Intent is conditional on the Buyer’s
ability to obtain financing. Financing shall be under the following terms:
_______________________________________________________________________.
☐ – NOT Conditional Upon Financing: This Letter of Intent is not conditional on the
Buyer’s ability to obtain financing.
v. Adjustments: Adjustments to the Purchase Price, may be determined and reflected in the
Purchase Agreement, after the completion of all due diligence and other investigative
provisions under this Letter.
vi. Closing Date: The closing of the Transaction shall occur on or before
____________________, 20______.
vii. Due Diligence: After the signing of this Letter, Seller will grant Buyer and its duly
authorized representatives full access to the facilities, financial, accounting and business
books and records, material contracts, legal records, key employees, advisors, customers
and suppliers, and any other matters of the Company as Buyer’s accountants, tax and
legal counsel and other advisors deem appropriate, subject to the Confidentiality
provision provided below, for the purpose of allowing Buyer to complete its due
diligence. Any definite agreement shall be contingent upon the satisfactory completion of
due diligence by Buyer. The Buyer shall require 60 days from the time of executing this
letter to complete due diligence.
viii. Seller’s Covenants: During the period this Letter is in effect, Seller will conduct
the Company’s business in the ordinary course and will not undertake any activity or
transaction that would significantly reduce the value of the Company’s business or assets.
ix. Exclusivity of this Letter: In consideration of the resources and expenses Buyer has
incurred and will incur in connection with the proposed Transaction, Seller agrees that it
will not negotiate directly or indirectly with any other party concerning the sale of the
Company (Check one)
☐ for a period of __________ days after the date of this Letter
☐ while this Letter is effective.
Seller will immediately notify Buyer regarding any indications of interest, requests for
information or offers or proposals with respect to the Company, and shall furnish to
Buyer any written communications relating thereto. Upon the execution of this Letter,
Seller shall immediately terminate any and all existing discussions or negotiations with
any party other than Buyer regarding the Transaction.
x. Confidentiality: The Parties agree to apply strict confidentiality to the existence and the
contents of this Letter, including any information obtained by Buyer during its due
diligence or otherwise shared or obtained in accordance with this Letter. Information may
only be shared with the respective Parties’ affiliates, officers, directors, employees and
professional advisors, or to public and governmental agencies if disclosure is necessary to
comply with federal and/or state law.
xi. Non-binding: This Letter is intended only as a reflection of the intention of the Parties,
and neither this Letter nor its acceptance shall constitute or create any legally binding or
enforceable obligation on any party, except with regards to paragraphs regarding
Confidentiality, Exclusivity of this Letter, and Governing Law hereof. None of the parties
shall be bound in any way in connection with this letter unless and until the parties
execute a definitive agreement, and then shall be bound only in accordance with the
terms of such agreement.
xii. Currency: All mentions of money or the usage of the "$" icon shall be known as
referring to the US Dollar.
xiii. Governing Law: This Letter of Intent shall be governed under the laws by the
State of ___________________.
xiv. Miscellaneous: This Letter contains the entire understanding between the parties
and supersedes all previous agreements, if any, between the parties concerning the same
or substantially similar subject matter. This Letter may be amended, supplemented or
otherwise modified only in a writing signed by duly authorized representatives of each
party. This Letter may be executed in counterparts, each of which shall be deemed an
original and all of which together, shall constitute one and the same document. The
section headings are for reference purposes only and shall not otherwise affect the
meaning, construction or interpretation of any provision in this Letter.
Seller’s Signature ______________________________Date
______________________
Print Name ______________________
Buyer’s Signature _____________________________Date ______________________
Print Name ______________________
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