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1. Parties: Identification of the buyer and seller with complete legal names and addresses
2. Background: Brief context of the transaction and relationship between the parties
3. Definitions: Key terms used throughout the LOI that require specific definition
4. Subject Matter of Purchase: Clear identification of the assets or business to be purchased
5. Purchase Price: Proposed purchase price and payment terms
6. Due Diligence: Framework for the buyer's investigation of the target assets/business
7. Timeline: Key dates and deadlines for the transaction
8. Exclusivity: Period during which the seller cannot negotiate with other potential buyers
9. Confidentiality: Obligations regarding the protection of confidential information exchanged
10. Binding Effect: Clear statement of which provisions are binding and non-binding
11. Governing Law: Specification of Philippine law as the governing law
12. Execution: Signature blocks and execution formalities
1. Break Fee: Used when parties want to specify compensation if either party terminates negotiations
2. Financing Contingency: Include when the buyer's ability to complete the purchase depends on obtaining financing
3. Regulatory Approvals: Required when the transaction may need government or regulatory clearances
4. Employee Matters: Relevant for business purchases involving transfer of employees
5. Real Estate Matters: Include when the purchase involves real property assets
6. Intellectual Property: Necessary when the purchase includes significant IP assets
7. Environmental Matters: Include for purchases involving industrial assets or potential environmental liabilities
1. Schedule A - Assets Description: Detailed description of the assets or business to be purchased
2. Schedule B - Purchase Price Calculation: Framework for determining the final purchase price, including adjustments
3. Schedule C - Due Diligence Requirements: List of documents and information required for due diligence
4. Schedule D - Key Terms for Definitive Agreement: Outline of essential terms to be included in the final purchase agreement
Manufacturing
Real Estate
Retail
Technology
Healthcare
Energy
Mining
Agriculture
Financial Services
Transportation
Telecommunications
Construction
Hospitality
Education
Professional Services
Legal
Finance
Mergers & Acquisitions
Corporate Development
Business Development
Risk Management
Compliance
Operations
Strategy
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Business Development Manager
Investment Manager
Mergers & Acquisitions Director
Commercial Director
Finance Director
Legal Counsel
Corporate Secretary
Business Owner
Property Manager
Operations Director
Risk Manager
Compliance Officer
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