An Asset Purchase Letter of Intent is a crucial preliminary document used in commercial transactions where one party intends to acquire specific assets from another party. It is particularly relevant in Hong Kong's dynamic business environment, where asset transactions frequently occur across various sectors. The document serves as a roadmap for the transaction, outlining key commercial terms such as purchase price, payment structure, and timeline, while typically maintaining a non-binding nature except for specific provisions like confidentiality and exclusivity. This type of document is essential in the early stages of negotiations, providing a structured framework for due diligence and the development of definitive agreements. Under Hong Kong law, while an LOI is generally non-binding, careful drafting is required to ensure clarity regarding which provisions are intended to be binding and which are subject to further negotiation.
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1. Parties: Full legal names and addresses of all parties involved in the proposed transaction
2. Background/Recitals: Brief context of the proposed transaction and relationship between the parties
3. Definitions: Key terms used throughout the letter that require specific definition
4. Transaction Overview: High-level description of the proposed asset purchase
5. Purchase Price and Payment Terms: Proposed purchase price, payment structure, and any conditions or adjustments
6. Key Assets: Description of the major assets to be purchased
7. Due Diligence: Outline of the proposed due diligence process and timeline
8. Timeline: Proposed schedule for key milestones including due diligence, definitive agreement, and closing
9. Exclusivity: Terms of exclusive negotiation period, if applicable
10. Confidentiality: Binding provisions regarding confidentiality of discussions and information
11. Binding Effect: Clear statement of which provisions are binding and non-binding
12. Governing Law: Specification of Hong Kong law as governing law
13. Signatures: Execution blocks for all parties
1. Break Fee: Include when parties want to specify compensation if either party terminates negotiations
2. Conditions Precedent: Include when there are specific conditions that must be met before proceeding with the transaction
3. Financing: Include when the purchase is subject to securing specific financing arrangements
4. Employee Matters: Include when the asset purchase involves transfer of employees
5. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
6. Costs and Expenses: Include when parties want to specify how transaction costs will be allocated
7. Non-Solicitation: Include when parties want to prevent solicitation of employees or customers
8. Parent Company Guarantee: Include when one party requires guarantee from the parent company of the other party
1. Schedule A - Asset List: Preliminary list of assets to be purchased
2. Schedule B - Proposed Timeline: Detailed timeline with specific dates for key milestones
3. Schedule C - Due Diligence Requirements: List of documents and information required for due diligence
4. Schedule D - Excluded Assets: List of assets specifically excluded from the proposed transaction
5. Appendix 1 - Form of Confidentiality Agreement: Draft or final form of separate confidentiality agreement if required
6. Appendix 2 - Proposed Transaction Structure: Diagram or detailed description of the proposed transaction structure
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