The Intent To Purchase Business Agreement is a crucial preliminary document used in Nigerian business acquisitions to formalize a potential buyer's serious interest in purchasing a business. This document is typically employed after initial discussions but before detailed due diligence and final purchase negotiations. It outlines key terms including proposed purchase price range, exclusivity period, and due diligence requirements, while establishing legally binding obligations regarding confidentiality and negotiation conduct. Under Nigerian law, particularly considering the Companies and Allied Matters Act (CAMA) 2020 and relevant commercial legislation, this agreement provides important protections for both parties during the pre-acquisition phase. It serves as a bridge between informal discussions and a final purchase agreement, allowing parties to commit resources to the transaction while maintaining necessary legal and commercial safeguards.
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1. Parties: Identification of all parties involved, including full legal names, registration numbers, and registered addresses of both the potential purchaser and seller
2. Background: Context of the proposed transaction, including brief description of the business and the parties' intention to enter into negotiations for the purchase
3. Definitions: Clear definitions of key terms used throughout the agreement to ensure common understanding
4. Intent to Purchase: Clear statement of the buyer's intention to purchase the business, subject to conditions and due diligence
5. Business Description: Detailed description of the business being considered for purchase, including its operations, assets, and scope
6. Proposed Purchase Price: Indicative price range or specific amount, subject to adjustment based on due diligence findings
7. Due Diligence: Framework for the buyer's investigation of the business, including scope, timeline, and access rights
8. Confidentiality: Obligations regarding confidential information exchanged during the process
9. Exclusivity: Period during which the seller cannot negotiate with other potential buyers
10. Timeline: Proposed schedule for due diligence, negotiations, and completion of the final purchase agreement
11. Costs and Expenses: Allocation of costs related to the transaction and due diligence process
12. Good Faith: Commitment to negotiate in good faith and work towards completing the transaction
13. Governing Law: Specification that Nigerian law governs the agreement
14. Termination: Circumstances under which either party may terminate the intent to purchase agreement
1. Break Fee: Applicable when parties want to include a fee payable if either party backs out without justification
2. Regulatory Approvals: Required for regulated industries or transactions requiring specific government approvals
3. Employee Matters: Relevant when specific arrangements or considerations regarding employees need to be addressed
4. Intellectual Property: Important when the business has significant IP assets that require special attention
5. Environmental Matters: Necessary for businesses with environmental impacts or compliance requirements
6. Real Estate: Required when the business includes significant property assets
7. Third Party Consents: Needed when key contracts or licenses require third party approval for transfer
8. Foreign Investment Provisions: Required when the purchaser is a foreign entity
9. Transitional Services: Relevant when post-completion support from the seller will be needed
1. Schedule 1 - Business Assets: Preliminary list of major assets included in the potential transaction
2. Schedule 2 - Due Diligence Requirements: Detailed list of documents and information required for due diligence
3. Schedule 3 - Timeline and Key Dates: Detailed timeline for the transaction process
4. Schedule 4 - Excluded Assets: List of assets explicitly excluded from the potential transaction
5. Schedule 5 - Key Contracts: List of material contracts that are critical to the business
6. Appendix A - Confidentiality Terms: Detailed confidentiality obligations and procedures
7. Appendix B - Due Diligence Process: Detailed procedures for conducting due diligence
8. Appendix C - Required Regulatory Approvals: List of regulatory approvals needed for the transaction
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