FREE Canadian Letter of Intent to Purchase Assets

LETTER OF INTENT TO PURCHASE ASSETS OF BUSINESS



[On the Letterhead of the Purchaser]



Date

[name]

[address]

Letter of Intent ("LOI") to Purchase The Assets of [Company]



Dear [Name]



This letter of intent sets forth our understanding as to the proposed terms of the purchase to [Name] (the "Purchaser") by [Name] (the "Seller") of the Seller's business (the "Business") situated at [Address] and engaged in [Nature of the Business].



This letter is not a binding document or legally enforceable agreement and imposes no obligations upon nor grants any rights with respect to the acquisition of the Business to the parties hereto; the rights and obligations of the parties with respect to the acquisition of the Business will be set forth in a definitive agreement to be executed by the parties. This shall be non-binding document between be the parties unless expressly agreed otherwise.



1. Purchased Assets and Assumed Liabilities. At the closing date as agreed between the parties, the Purchaser shall purchase substantially all of the assets associated with the Business, of the Company including all inventories, all accounts and notes receivable, and all contracts and agreements, and will assume as of the closing date only those liabilities and obligations .

2. Deposit: Upon execution of the Agreement, the Purchaser will deposit the amount of CAD $ [Amount] which will be fully refundable if the Conditions Precedent are not satisfied or waived in writing by the Purchaser.

3. Condition Precedents: The obligation of the Purchaser to purchase the Property will be subject to satisfaction or written waiver by the Purchaser of the following conditions within 60 days after execution and delivery of the Agreement.



a. Review and approval of the documentation concerning the property;

b. Completion of satisfactory physical and environmental inspections of the Property including site inspections.

c. Completion of satisfactory due diligence search and examinations, Satisfactory review of the title of the Property;

This is a non-binding Letter of Intent between the parties, which shall only govern the basic in-principle understanding between the parties.



Negotiation or Amendment: The Parties shall use commercially reasonable efforts to complete negotiations and execute the Proposal as quickly as reasonably possible.



Confidentiality: Each Party agrees with the other Party that it will keep confidential and shall not disclose to any third Person any or all the information related to this Proposal ("Confidential Information") which it holds or receives for a period of 6 months from the of signing of this Letter of Intent.





No Other Agreements: The Parties agree that as of this date there are no oral or written representations, agreements or understandings concerning the subject matter of this LOI or the transactions contemplated herein. No person or entity other than the Parties to this LOI shall have any rights under this LOI.



IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE HANDS TO THESE PRESENTS ON THE DATE MENTIONED BELOW TO BE EFFECTIVE FROM THE DATE FIRST MENTIONED ABOVE:



Purchaser Seller





Date: