letter of inttent

LETTER OF INTENT
............., Inc.
Adres


LETTER OF INTENT
________ __, 200_
Board of Directors
............., Inc.
[Address]
Re: Proposal by................ Inc. to acquire the ...........
Ladies and Gentlemen:
This letter outlines the proposal by ........... ("Buyer") to purchase the assets of the ....................... (the "Division") of ........., Inc. (the "Seller") on the following principal terms and conditions:
1. Acquisition. Buyer, through an indirect wholly owned United States subsidiary ("Acquisition-Sub"), proposes to acquire all the assets of the Division (other than cash) including, without limitation, the Division's accounts receivable, notes receivable, inventories, real estate, properties, plants, equipment, leases, patents, trademarks, trade names, service marks, routes, customer listes, covenants not to compete with the Division and all computer hardware and software associated with the Division. All such assets will be transferred to Acquisition-...