[{"id":"2513f917-b365-479d-9971-eb00bebc5e18","order":1,"text":"[Buyer's legal name]","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"99a65aa8-7d6e-4ddf-9aaa-e235b9d81a55","order":2,"text":"[Buyer's address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"dd688a85-30a8-4534-bfb8-9e4dc8e500a8","order":3,"text":"[Date of this Letter]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"469e8d72-6a08-4df1-a6b6-679a29f28340","order":4,"text":"PRIVATE AND CONFIDENTIAL","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1692e882-cbbd-4abd-a619-3a978ad54d99","order":5,"text":"[Company's legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"6043e71f-64b2-4ecc-86e6-9a439e3a015e","order":6,"text":"Attention: [Name of the Company's representative], [Representative's title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"2a915299-f7dc-4de3-9b8a-67844d4f2695","order":7,"text":"[Company's address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"62820688-9b5e-4dd2-aa4a-a3b702bbd0b6","order":8,"text":"Re: Letter of Intent — Proposed Acquisition of [Company's legal name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ffce72ed-9a6d-4031-88e0-25c28c1a8761","order":9,"text":"Dear [Name of the Company's representative]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"263cc3c8-a12a-498e-8b99-12c06f850475","order":10,"text":"This letter of intent (this \"Letter\") sets out the principal terms and conditions on which [Buyer's legal name] (\"Buyer\") proposes to acquire the business carried on by [Company's legal name] (the \"Transaction\"). This Letter records the present understanding of the parties and provides the framework for the negotiation of a definitive purchase agreement (the \"Definitive Agreement\"). Except for the provisions set out in Part Two, which are intended to be legally binding, this Letter is a statement of intention only and creates no legally binding obligation on any party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"1aaadf44-fd01-4739-9ddf-f03d5f4e3ca1","order":11,"text":"THE PARTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"61c98a54-c877-42e1-ac3d-c576e437817c","order":12,"text":"Buyer. [Buyer's legal name], a corporation organized under the laws of the State of [Buyer's State of organization], with its principal place of business at [Buyer's address], and with full power and authority to enter into the Transaction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"remove","operator":"="}]},{"id":"79ef505c-0d86-48ae-9ca5-e5447331d1b6","order":13,"text":"Buyer. [Buyer's legal name], an individual residing at [Buyer's address], acting in a personal capacity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"add","operator":"="}]},{"id":"bb1d844d-7063-42de-ad04-19106f79bac6","order":14,"text":"Company. [Company's legal name], a corporation organized under the laws of the State of [Company's State of organization], with its principal place of business at [Company's address] (the \"Company\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7c5f8d6-c51d-43ad-aa88-1d95d9b7067a","order":15,"text":"Sellers. The holders of the outstanding equity interests of the Company, being [Name(s) of the equity holders] (collectively, the \"Sellers\"). The Company and the Sellers are referred to in this Letter collectively as the \"Seller Parties\"; the Seller Parties and Buyer are referred to collectively as the \"Parties\" and each individually as a \"Party\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bfb3b3d9-962a-4351-b8b9-c83fa428b44d","order":16,"text":"Business. The Company is engaged in the business of [Description of the business] (the \"Business\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"02355eba-42f1-4b96-9b79-bba41f1aaaa7","order":17,"text":"PART ONE — NON-BINDING TERMS OF THE PROPOSED TRANSACTION","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"24"},{"id":"9ef0a528-a537-4403-b2b4-798942cd0ca0","order":18,"text":"The provisions of this Part One reflect the Parties' present intentions with respect to the Transaction. They are not binding and are subject in all respects to the negotiation and execution of the Definitive Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"c6ba6071-8674-4160-9754-1bee1a9863b4","order":19,"text":"1. TRANSACTION STRUCTURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"c5dfa14f-0e10-4690-aada-009d78ea870a","order":20,"text":"Buyer proposes to acquire the Business by way of a purchase of all of the issued and outstanding equity interests of the Company. The closing of the Transaction (the \"Closing\") will take place on a date to be agreed by the Parties promptly after the conditions described in this Letter have been satisfied or waived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e5fd42c9-5570-4ef3-bfbe-d79fc217bce8","order":21,"text":"At the Closing, the Sellers will sell, and Buyer (or an affiliate designated by Buyer) will purchase, all of the issued and outstanding equity interests of the Company, free and clear of all liens, pledges, options, restrictions and other encumbrances, so that immediately following the Closing Buyer will own one hundred percent (100%) of the equity of the Company and the Company will continue to hold all of the assets and liabilities of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a purchase of all of the issued and outstanding equity interests of the Company","type":"add","operator":"="}]},{"id":"12d84899-a6d5-4aad-9435-c8623b41707e","order":22,"text":"At the Closing, the Company will sell, and Buyer (or an affiliate designated by Buyer) will purchase, substantially all of the assets, properties and rights used in or relating to the Business, including owned and leased equipment, inventory, accounts receivable, assignable contracts, transferable permits and licenses, books and records, customer lists, goodwill and all intellectual property (the \"Purchased Assets\"), free and clear of all liens and encumbrances other than those expressly agreed in writing by Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a purchase of substantially all of the assets of the Company","type":"add","operator":"="}]},{"id":"40c8ae6b-fae8-4335-9dff-51337ceb838d","order":23,"text":"Buyer will assume only those liabilities expressly identified in the Definitive Agreement, which are expected to be limited to obligations arising after the Closing under the contracts assigned to Buyer and to ordinary-course trade payables and accrued liabilities of the Business outstanding at the Closing. All other liabilities of the Company will be retained by the Company, including indebtedness for borrowed money, taxes attributable to periods ending on or before the Closing, litigation and claims relating to pre-Closing periods, employee claims accrued before the Closing, and any liability arising out of any asset or business not acquired by Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a purchase of substantially all of the assets of the Company","type":"add","operator":"="}]},{"id":"2780ac8d-94e8-40b5-870c-af14b9fc0b08","order":24,"text":"The Purchased Assets will not include the cash and cash equivalents of the Company, its organizational, corporate and tax records, its rights under this Letter and under the Definitive Agreement, any insurance policy that is not transferable, any claim, credit or refund relating to a period ending on or before the Closing, and any other asset the Parties agree in writing to exclude (the \"Excluded Assets\"). The Parties will cooperate in complying with, or in obtaining a waiver of, any applicable bulk sales or bulk transfer statute, and the Definitive Agreement will allocate responsibility for any liability arising from non-compliance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a purchase of substantially all of the assets of the Company","type":"add","operator":"="}]},{"id":"67f9c5c0-7c46-49d4-ac43-a25cdee5d62a","order":25,"text":"At the Closing, a newly formed acquisition entity wholly owned by Buyer will merge with and into the Company in accordance with the corporate statute of the Company's State of organization; the Company will survive the merger as a wholly owned subsidiary of Buyer; and each equity interest outstanding immediately prior to the effective time of the merger will be converted into the right to receive the corresponding portion of the consideration described below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a merger of a wholly owned acquisition subsidiary of Buyer with and into the Company","type":"add","operator":"="}]},{"id":"0d914d53-7bb2-4aa5-8a52-1d125591fadf","order":26,"text":"It will be a condition to the Transaction that holders of at least the proportion of equity interests required to approve the merger under applicable law and under the Company's organizational documents deliver written consents approving the merger promptly after execution of the Definitive Agreement, and that appraisal or dissenters' rights be waived to the fullest extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a merger of a wholly owned acquisition subsidiary of Buyer with and into the Company","type":"add","operator":"="}]},{"id":"17c0d3af-175f-4f91-804c-c14adddd8bc5","order":27,"text":"Buyer may effect the Transaction through one or more affiliates or newly formed acquisition entities, provided that Buyer remains responsible for the performance of its obligations under the binding provisions of this Letter and under the Definitive Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"270f54f8-1f25-4852-b891-4e49c8e014ab","order":28,"text":"2. PURCHASE PRICE AND CONSIDERATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"c843250d-1741-472b-a2c9-9952b0566cda","order":29,"text":"The aggregate consideration for the Transaction is proposed to be US$[Purchase price] (the \"Purchase Price\"), payable in cash at the Closing by wire transfer of immediately available funds, subject to the adjustments and to the deferred or contingent elements described in this Letter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3db4f413-6971-402e-a013-8ca4182bc49a","order":30,"text":"The Purchase Price assumes that the Business is delivered at the Closing on a cash-free, debt-free basis. Accordingly, all indebtedness for borrowed money, capital lease obligations, accrued and unpaid interest, prepayment penalties, unpaid taxes, change-of-control payments and unpaid transaction expenses of the Seller Parties will be discharged at or before the Closing or deducted from the amounts otherwise payable at the Closing, and the Seller Parties will retain all cash and cash equivalents of the Business. At or before the Closing the Seller Parties will deliver customary payoff letters, lien releases and UCC termination statements in respect of all indebtedness and liens affecting the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"89a57e0c-9656-41f7-ae25-ee5a27760654","order":31,"text":"The Purchase Price further assumes that all assets, contracts, permits, intellectual property and personnel used in the conduct of the Business are transferred with the Business, and that the Business is delivered free of any liability other than those expressly assumed by Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c38a197b-dbb1-4d58-a81f-3493d60382c9","order":32,"text":"Buyer's proposal is not subject to any financing condition. Buyer expects to fund the Purchase Price from cash on hand and from committed credit facilities available to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e26873bf-d581-4cad-bcd4-94b8b716bf06","value":"nofinancing","type":"add","operator":"="}]},{"id":"493c9d5d-97f4-4f29-997a-f0ba7797c0d2","order":33,"text":"3. PURCHASE PRICE ADJUSTMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c778eee8-2415-4748-a7cb-14223492f485","value":"adjust","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S03"},{"id":"da74ea62-3625-4178-a1bb-5aa6b43845cd","order":34,"text":"The Purchase Price is based on the delivery at the Closing of normalized net working capital of not less than US$[Target working capital] (the \"Target Working Capital\"), determined in accordance with the accounting principles, policies, practices and methodologies historically applied by the Company in the preparation of its financial statements, consistently applied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c778eee8-2415-4748-a7cb-14223492f485","value":"adjust","type":"add","operator":"="}]},{"id":"a0a3138a-09a3-4834-b193-a51b5038d844","order":35,"text":"The Definitive Agreement will provide for a customary post-Closing true-up: Buyer will deliver a statement of closing net working capital within an agreed period after the Closing; the Seller Parties will have an agreed period within which to object; any items that remain in dispute will be referred to an independent accounting firm of national standing whose determination will be final and binding on the Parties, with that firm's fees allocated in inverse proportion to the amounts successfully disputed; and the Purchase Price will be increased dollar for dollar to the extent closing net working capital exceeds the Target Working Capital and reduced dollar for dollar to the extent it falls short.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c778eee8-2415-4748-a7cb-14223492f485","value":"adjust","type":"add","operator":"="}]},{"id":"6b9970e2-20e1-4233-9c6e-a834bfbdab95","order":36,"text":"4. INDEMNITY ESCROW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dadc2686-258e-4c53-9c96-69f36efbed7c","value":"escrow","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S04"},{"id":"ea3349b2-91a7-4059-95ce-eba787e5e374","order":37,"text":"An amount equal to US$[Escrow amount] (the \"Escrow Amount\") will be withheld from the amounts otherwise payable at the Closing and deposited with a nationally recognized escrow agent selected by Buyer and reasonably acceptable to the Seller Parties, pursuant to an escrow agreement to be entered into at the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dadc2686-258e-4c53-9c96-69f36efbed7c","value":"escrow","type":"add","operator":"="}]},{"id":"6d11652e-fa71-4e1c-b55c-85b504adb1b8","order":38,"text":"The Escrow Amount will secure the indemnification obligations of the Seller Parties and any post-Closing adjustment of the Purchase Price. The balance of the Escrow Amount will be released to the Seller Parties on the date falling [Number of months] months after the Closing, less any amount then subject to a pending and unresolved claim and any amount previously disbursed to Buyer. The fees and expenses of the escrow agent will be borne one half by Buyer and one half by the Seller Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dadc2686-258e-4c53-9c96-69f36efbed7c","value":"escrow","type":"add","operator":"="}]},{"id":"54d9ef0e-aaae-47a6-8087-6e0433889f96","order":39,"text":"5. SELLER FINANCING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"598454fa-60c6-4c95-a343-8406c1319b38","value":"note","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S05"},{"id":"5848984a-f7ed-4bcd-a95e-841f0eabad7f","order":40,"text":"A portion of the Purchase Price equal to US$[Note principal] will be satisfied at the Closing by the delivery of a promissory note issued by Buyer in favor of the Seller Parties, or to such of them as they may direct (the \"Seller Note\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"598454fa-60c6-4c95-a343-8406c1319b38","value":"note","type":"add","operator":"="}]},{"id":"d8c19818-1279-42ec-82a8-0d19c6fe466e","order":41,"text":"The Seller Note will bear simple interest at the rate of [Interest rate]% per annum, will be repayable in equal monthly installments of principal and interest over a term of [Term in months] months from the Closing, and may be prepaid in whole or in part at any time without premium or penalty. The Seller Note will be subordinated in right of payment to any senior indebtedness incurred by Buyer or the Company to finance the Transaction or to fund working capital, will contain customary events of default (including failure to pay when due subject to a cure period, and insolvency events), and will provide Buyer with a right of set-off against any amount owed to Buyer by the Seller Parties under the Definitive Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"598454fa-60c6-4c95-a343-8406c1319b38","value":"note","type":"add","operator":"="}]},{"id":"d0e7cbbb-de9d-40f8-81a6-027a5dafd3c4","order":42,"text":"6. CONTINGENT CONSIDERATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d3b6702f-3267-4aaf-84d0-66764b335c8a","value":"earnout","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S06"},{"id":"fbb82d62-0de0-4200-a5ba-d903faccc44a","order":43,"text":"In addition to the amounts payable at the Closing, the Seller Parties will be entitled to contingent consideration of up to US$[Maximum earnout] in the aggregate (the \"Earnout\"), payable if the Business achieves the agreed EBITDA targets during [Measurement period] (the \"Earnout Period\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d3b6702f-3267-4aaf-84d0-66764b335c8a","value":"earnout","type":"add","operator":"="}]},{"id":"bfefe8e4-f8c0-4e33-9ba6-91883870b4ee","order":44,"text":"The targets, the accounting principles and definitions used to measure them, the date and manner of payment and the treatment of the Business during the Earnout Period will be set out in the Definitive Agreement. Buyer will retain full discretion over the conduct of the Business after the Closing, subject to a covenant not to take any action for the primary purpose of avoiding or reducing an Earnout payment. Any Earnout payment will be subject to set-off for amounts owed to Buyer by the Seller Parties under the Definitive Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d3b6702f-3267-4aaf-84d0-66764b335c8a","value":"earnout","type":"add","operator":"="}]},{"id":"9c72b5ca-b745-446a-8496-101fa382a935","order":45,"text":"7. TAX MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"c1637636-ca51-4694-852c-fc91a9d06efa","order":46,"text":"Taxes attributable to any period ending on or before the Closing will remain the responsibility of the Seller Parties, and taxes for any period straddling the Closing will be apportioned between the Parties on a closing-of-the-books basis. The Definitive Agreement will contain customary tax representations, covenants and indemnities, including with respect to tax returns, tax audits and the preservation of tax records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"daff14ff-9238-4853-af66-a4724048869b","order":47,"text":"Buyer and the Company will allocate the Purchase Price, together with any liabilities properly taken into account, among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the \"Code\"), and the Treasury Regulations promulgated thereunder, and will report the Transaction consistently with that allocation on IRS Form 8594 and on all tax returns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a purchase of substantially all of the assets of the Company","type":"add","operator":"="}]},{"id":"3c7b29f9-5e63-449e-aab0-41f9cec71327","order":48,"text":"If the Company is an S corporation or a subsidiary member of a consolidated group and the Transaction constitutes a qualified stock purchase, Buyer and the Sellers will consider in good faith a joint election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the \"Code\"), or, where such an election is not available, an election under Section 336(e) of the Code, in each case so that the Transaction is treated as a deemed sale of assets for United States federal income tax purposes. If such an election is made, the Definitive Agreement will provide for an appropriate adjustment to compensate the Sellers for any incremental tax cost resulting from the election.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a purchase of all of the issued and outstanding equity interests of the Company","type":"add","operator":"="},{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a merger of a wholly owned acquisition subsidiary of Buyer with and into the Company","type":"add","operator":"="}]},{"id":"4089facc-c320-43d0-a563-bf9feb7f583c","order":49,"text":"All transfer, documentary, sales, use, stamp and registration taxes and all recording and filing fees arising out of the Transaction will be borne one half by Buyer and one half by the Seller Parties. The Parties will cooperate in the preparation and filing of all tax returns and filings relating to the Transaction and will give each other reasonable access to the records required for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fe4488c6-b94f-44fa-99e2-8b18d0dd3357","order":50,"text":"8. EMPLOYEE MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"6146dfc8-7ff8-4a89-9feb-0e210802c743","order":51,"text":"Buyer presently intends to offer continued employment, on terms and conditions that are substantially comparable in the aggregate to those currently in effect, to substantially all of the employees engaged in the Business, other than any employees the Parties agree to exclude. Nothing in this Letter confers any right on any employee or other third party, or entitles any employee to continued employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6bee4afc-a4eb-4f1c-bbb5-da4441400781","order":52,"text":"It is a condition of Buyer's willingness to proceed with the Transaction that the following key employees, namely [Names of the key employees], enter into employment, confidentiality and invention-assignment agreements with Buyer or with the Company, in form and substance satisfactory to Buyer, effective as of the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"071e2dd3-45ec-42b9-8fa5-6a7f22c97a26","value":"keyemp","type":"add","operator":"="}]},{"id":"00079176-e3dc-4cde-b05f-35b6b283fbcb","order":53,"text":"The Definitive Agreement will address the treatment of accrued and unused paid time off, earned but unpaid bonuses and commissions, employee benefit plans and the transfer or termination of participation in them, the funding of any deferred compensation arrangement, and compliance with the federal Worker Adjustment and Retraining Notification Act (29 U.S.C. §§ 2101 et seq.) and with any comparable state statute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"22ec2b27-01c4-4556-a544-a49cb357d573","order":54,"text":"9. RESTRICTIVE COVENANTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"adeea669-8ac9-434f-a69a-f12a5371744d","value":"covenants","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S09"},{"id":"5dda72b6-236f-4f48-83aa-ef82d0f95f7c","order":55,"text":"As a material inducement to Buyer to enter into the Transaction, each of the Sellers, and each other person the Parties identify as a key holder or key employee, will enter into restrictive covenants effective as of the Closing under which that person will agree not to compete with the Business, not to solicit or hire the employees or contractors of the Business, and not to solicit, divert or interfere with the customers, suppliers or business relationships of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"adeea669-8ac9-434f-a69a-f12a5371744d","value":"covenants","type":"add","operator":"="}]},{"id":"80d086e1-759f-40d1-aad9-28aa042432fa","order":56,"text":"Those covenants will apply for a period of [Duration] from the Closing and within [Territory], and a portion of the Purchase Price will be allocated to them as consideration. The Parties acknowledge that the enforceability of restrictive covenants is determined by the law of the applicable jurisdiction and that the covenants will be drafted so as to be enforceable to the maximum extent permitted by applicable law, including any statutory limitation applicable to covenants given by the seller of a business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"adeea669-8ac9-434f-a69a-f12a5371744d","value":"covenants","type":"add","operator":"="}]},{"id":"c5337559-f2b0-4c9f-bf72-4ee903a31abb","order":57,"text":"10. TRANSITION AND POST-CLOSING SUPPORT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"64be75d7-5307-492c-ad6c-49ce78e00449","order":58,"text":"To secure an orderly transfer of the Business, the Sellers and the personnel identified by Buyer will provide reasonable transition assistance to Buyer for a period of ninety (90) days after the Closing at no additional cost, including the introduction of customers, suppliers and lenders, the transfer of banking, information-technology, insurance and administrative arrangements, the transfer of permits and licenses to the extent transferable, and the training of the personnel designated by Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"945cb7d6-64ea-4485-b1ad-368a78d1ca89","order":59,"text":"If the Parties agree that a longer or more substantial involvement is required, that involvement will be documented in a separate consulting or employment agreement entered into at the Closing, on terms to be negotiated as to scope, duration, compensation, expenses and confidentiality.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32398fb2-ad65-44e9-8067-2d6e24a22800","order":60,"text":"11. DUE DILIGENCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"ec16ba66-3429-4f47-8486-faa93c826f58","order":61,"text":"Buyer's willingness to proceed is subject to the satisfactory completion, in Buyer's sole discretion, of a comprehensive business, financial, accounting, tax, legal, insurance, environmental, information-technology and human-resources review of the Company and the Business, to be substantially completed within [Number of days] days after the date on which this Letter is accepted (the \"Diligence Period\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"936ff5a8-21f0-4787-8f02-03f1a8c961b3","order":62,"text":"Promptly after acceptance of this Letter, the Seller Parties will deliver to Buyer the information reasonably requested by Buyer, including financial statements and management accounts, tax returns, material contracts, customer and supplier information, employee census and benefit plan documents, details of litigation, claims and regulatory matters, insurance policies, schedules of intellectual property and information technology, real property leases, and details of all indebtedness, guarantees and liens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"07281ba7-099b-4a2c-b236-2e7761dc23b7","order":63,"text":"Buyer's review will include a quality-of-earnings analysis prepared by an independent accounting firm engaged by Buyer and, where Buyer considers it appropriate, a Phase I environmental site assessment of the properties used in the Business. The Seller Parties will give that firm and any other adviser engaged by Buyer the same access as Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5316cdf4-ed29-4686-bf80-b442a54ef1d5","order":64,"text":"The Parties will limit the personal information exchanged in the course of the review to what is necessary to evaluate the Transaction, will handle that information in accordance with applicable federal and state privacy laws, and will aggregate or anonymize employee and customer data wherever practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9c5516a-b45a-498c-a2ac-b0bfb34c3616","order":65,"text":"12. BUYER'S FINANCING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e26873bf-d581-4cad-bcd4-94b8b716bf06","value":"financing","type":"add","operator":"="}],"marginTop":"24","sectionNum":"S12"},{"id":"304c5861-f2ee-4c6a-8f4e-ed2e208f4be3","order":66,"text":"Buyer's ability to consummate the Transaction is subject to Buyer obtaining financing on terms satisfactory to it, which is presently expected to consist of [Description of the proposed financing] or of another facility on comparable terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e26873bf-d581-4cad-bcd4-94b8b716bf06","value":"financing","type":"add","operator":"="}]},{"id":"ebf6134d-2015-478a-9a84-32b0b0edc3f8","order":67,"text":"Buyer will pursue that financing diligently and in good faith, will keep the Seller Parties reasonably informed of its progress and will notify them promptly if it concludes that the financing will not be available. The availability of that financing will be a condition to Buyer's obligation to consummate the Transaction under the Definitive Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e26873bf-d581-4cad-bcd4-94b8b716bf06","value":"financing","type":"add","operator":"="}]},{"id":"113ede19-9888-42b2-8839-da0780fd9051","order":68,"text":"13. CONSENTS AND REGULATORY APPROVALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"80b04d67-010a-472b-8acf-9d696cb2bab2","order":69,"text":"The Seller Parties will identify all consents, approvals, waivers and notices required in connection with the Transaction, including those required under material contracts, leases, licenses and permits, and will use commercially reasonable efforts to obtain them before the Closing. Obtaining the consents identified by Buyer as material will be a condition to the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9bae1cb0-7f50-4ad3-900b-63f2de8f5587","order":70,"text":"To the extent the Transaction is reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the \"HSR Act\"), or requires any other governmental filing, clearance or approval, the Parties will make the required filings promptly after execution of the Definitive Agreement, will request early termination of any applicable waiting period where available, and will cooperate in responding to any request for additional information. Filing fees payable under the HSR Act will be borne by Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"db25645a-02de-4e03-8013-97d723d2fb27","order":71,"text":"14. CORPORATE APPROVALS AND AUTHORITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"c75da850-6553-49ba-8934-fc1058b46a0f","order":72,"text":"This proposal has been reviewed and approved by the governing body of Buyer for the purpose of proceeding to due diligence and to the negotiation of the Definitive Agreement. Buyer's execution of the Definitive Agreement will remain subject to the final approval of its governing body and, where applicable, of its investors and lenders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c4078564-01c7-4c8d-ad4b-d483869571c9","order":73,"text":"The Seller Parties will procure that the board of directors or other governing body of the Company, and the holders of the equity interests whose approval is required under applicable law and under the Company's organizational documents, consider the Definitive Agreement promptly after its terms have been agreed. Each Party is responsible for obtaining its own internal and third-party approvals and will keep the other Parties informed of their status.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"504d86b9-eb39-4636-a23b-f5a4d7aca533","order":74,"text":"15. THE DEFINITIVE AGREEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"9a0461de-a975-40b1-a6d5-8b36358672de","order":75,"text":"The Transaction will be effected pursuant to the Definitive Agreement, which will be prepared by Buyer's counsel, together with such ancillary agreements, disclosure schedules, certificates and closing deliverables as are customary for a transaction of this type.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a87a35bf-0d41-4a81-92e5-8961e44bde69","order":76,"text":"The Definitive Agreement will contain representations and warranties of the Seller Parties customary for a transaction of this type and size, covering, among other matters, organization and authority, capitalization and title, financial statements, absence of undisclosed liabilities, absence of certain changes, taxes, material contracts, customers and suppliers, employees and benefit plans, intellectual property and data protection, real property, environmental matters, compliance with law, permits, litigation, insurance, related-party transactions and brokers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"08cadad1-caa0-40cb-b536-960216d32730","order":77,"text":"The Definitive Agreement will also contain customary covenants, conditions, termination rights and indemnification provisions, including the survival periods applicable to each category of representation, the deductible or basket, the aggregate cap on liability, the fundamental and tax representations excluded from those limitations, the treatment of fraud, and the exclusive-remedy provisions and any security for the indemnification obligations to be negotiated by the Parties. Each Seller Party will give representations as to itself severally and not jointly, except as the Parties otherwise agree.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00396932-4b25-4ff0-954a-0176510ac820","order":78,"text":"The Parties intend that the general representations survive the Closing for a period to be agreed, that the fundamental representations (organization, authority, title to the equity interests or to the assets, and brokers) and the tax representations survive until the expiry of the applicable statute of limitations, and that claims arising from fraud or willful misconduct be excluded from every limitation on liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"02fe504f-e25b-4ac8-ac62-7b8cdcf21b18","order":79,"text":"Any real property used in the Business that is owned by a Seller Party or by an affiliate of a Seller Party will be either acquired by Buyer or leased to Buyer on arm's-length terms, pursuant to a purchase agreement or lease negotiated as part of the Definitive Agreement; any lease of premises held from a third party will be assigned to Buyer or replaced by a new lease, in each case with the landlord's consent where required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8d616a3-c147-481d-8215-ee9eed223fd0","order":80,"text":"The Definitive Agreement will provide for the resignation at the Closing of the directors, managers and officers designated by Buyer, for the release at the Closing of every personal guarantee given by a Seller in respect of the Business, and for a customary run-off directors' and officers' liability policy covering acts and omissions before the Closing for a period of six (6) years, the cost of which will be allocated as agreed in the Definitive Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a purchase of all of the issued and outstanding equity interests of the Company","type":"add","operator":"="},{"field":"80672941-11f9-49aa-95e4-552d8f24c971","value":"a merger of a wholly owned acquisition subsidiary of Buyer with and into the Company","type":"add","operator":"="}]},{"id":"4d8f9863-8e57-4031-a53a-37e4846b85c5","order":81,"text":"Buyer may elect to obtain representation and warranty insurance in connection with the Transaction, in which case the Parties will negotiate in good faith the allocation of the premium, underwriting fees and related costs and the corresponding reduction of the Seller Parties' indemnification exposure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"536af267-1149-4418-8c46-ad3f884b3dd7","order":82,"text":"16. CONDITIONS TO CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"6eda31ed-f3cd-498a-8e38-c9d89893b909","order":83,"text":"The obligations of the Parties to consummate the Transaction will be subject to conditions customary for a transaction of this type, including the accuracy of the representations and warranties at the Closing; the performance in all material respects of all covenants; the absence of any material adverse effect on the Business; the receipt of all required consents, approvals and regulatory clearances; the release of all liens over the equity interests or the assets to be acquired; the delivery of the financial statements agreed by the Parties; the absence of any injunction, order or proceeding restraining the Transaction; and the execution and delivery of all ancillary agreements and closing deliverables.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba3923c4-2a6d-4650-b41e-6b3bddacaf5d","order":84,"text":"17. CONDUCT OF THE BUSINESS BEFORE CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"ca70889d-cde5-46fa-aed3-f87f7a9ebee3","order":85,"text":"It is the expectation of the Parties that, from the date this Letter is accepted until the earlier of the Closing and the termination of this Letter, the Seller Parties will conduct the Business in the ordinary course consistent with past practice, will preserve the Business, its assets, its goodwill and its relationships with employees, customers, suppliers and lenders, and will maintain its existing insurance coverage in force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"44011a9e-8397-48eb-a647-92c5948a793d","order":86,"text":"The Parties further expect that during that period the Seller Parties will not, without Buyer's prior written consent, sell, lease, license, encumber or otherwise dispose of any material asset other than inventory in the ordinary course; incur or guarantee indebtedness outside the ordinary course; declare or pay any dividend or distribution other than as expressly contemplated by this Letter; increase the compensation or benefits of any officer, director, manager or key employee other than in the ordinary course; enter into, materially amend or terminate any material contract; issue, redeem or agree to issue any equity interest, option or convertible instrument; or change any accounting method or tax election. The Definitive Agreement will contain binding interim operating covenants to this effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a5303ba-1199-45f4-b6b9-4780020ddedf","order":87,"text":"18. PROPOSED TIMETABLE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"933413b2-db22-454b-950c-32abea6236b1","order":88,"text":"The Parties will use good-faith efforts to negotiate and execute the Definitive Agreement on or before [Target signing date] and to consummate the Closing on or before [Target closing date], subject in each case to the satisfaction or waiver of the conditions to the Closing. These dates are objectives only and are not binding on any Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e24fa49a-f65f-470c-b284-e1f17ad15fe4","order":89,"text":"PART TWO — BINDING TERMS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"24"},{"id":"b3c4dd6b-2109-4578-931e-df46d97741fe","order":90,"text":"The provisions set out in this Part Two are intended to be, and are, legally binding on the Parties upon acceptance of this Letter, and are enforceable in accordance with their terms, whether or not the Transaction is consummated. The Parties acknowledge that the mutual covenants contained in this Part Two, and Buyer's agreement to devote time, resources and expense to the evaluation of the Transaction, constitute good and valuable consideration for those binding obligations, the receipt and sufficiency of which each Party acknowledges.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"7ffe25af-244c-4c1d-8d14-3685d2183e70","order":91,"text":"19. EXCLUSIVITY; NO SHOP","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S19"},{"id":"55532471-6d90-41ea-9a24-8efd12e4cc39","order":92,"text":"In consideration of the time, expense and resources that Buyer will devote to the Transaction, the Seller Parties agree that, for a period of [Number of exclusivity days] days from the date this Letter is accepted (the \"Exclusivity Period\"), none of the Seller Parties, nor any of their respective officers, directors, managers, employees, equity holders, agents, advisers or other representatives (collectively, \"Representatives\"), will, directly or indirectly, solicit, initiate, encourage, entertain or respond to (other than to decline) any inquiry, proposal or offer from any person other than Buyer relating to the acquisition of all or any material part of the Business, of the assets of the Company or of any equity interest in the Company, whether by purchase, merger, recapitalization, investment, joint venture, license or otherwise (an \"Acquisition Proposal\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8eec8a99-dc37-4d30-be34-dfc62cf2963c","order":93,"text":"During the Exclusivity Period the Seller Parties will not, and will procure that their Representatives do not, furnish any information concerning the Company or the Business to any person other than Buyer and its Representatives in connection with an Acquisition Proposal, or negotiate, discuss, enter into or continue any agreement, arrangement or understanding with respect to an Acquisition Proposal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e668bc60-315b-41bf-b960-3a793819fffa","order":94,"text":"The Seller Parties represent that they are not party to any agreement, arrangement or understanding with respect to an Acquisition Proposal, will immediately terminate any existing discussions or negotiations with any person other than Buyer regarding an Acquisition Proposal, and will request the return or destruction of any confidential information previously provided in connection with any such discussions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c66b799-69c4-439d-8ece-7285329f5c61","order":95,"text":"The Seller Parties will notify Buyer in writing within two (2) business days after receiving any Acquisition Proposal, or any inquiry that could reasonably be expected to lead to an Acquisition Proposal, specifying the identity of the person making it and the material terms proposed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2452e14a-7c87-4df9-bc3e-4a18cc366497","order":96,"text":"The Exclusivity Period will end earlier if Buyer notifies the Seller Parties in writing that Buyer is withdrawing from the Transaction or that it does not intend to proceed on substantially the terms set out in this Letter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82d1472b-0f50-42df-bc17-e9c6e2f5091d","order":97,"text":"20. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"0255a318-a743-4d4a-825b-d19061dd9c79","order":98,"text":"The Parties have entered into a confidentiality agreement dated [Date of the confidentiality agreement] (the \"Confidentiality Agreement\"), which remains in full force and effect in accordance with its terms and applies to all information exchanged in connection with the Transaction, including the existence and contents of this Letter. In the event of any conflict between the Confidentiality Agreement and this Letter as to the treatment of confidential information, the Confidentiality Agreement will prevail.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"11289d73-fedd-4d22-90a2-b35c145c19e2","value":"existing","type":"add","operator":"="}]},{"id":"c2d5ae96-88d3-4e79-8260-f8811b290a2f","order":99,"text":"Each Party will keep confidential, and will cause its Representatives to keep confidential, all non-public information concerning any other Party, the Company or the Business that is disclosed in connection with the Transaction, will use that information solely for the purpose of evaluating, negotiating and consummating the Transaction, and will not disclose it to any person other than those of its Representatives who need to know it and who are bound by confidentiality obligations no less protective than those set out in this Letter. These obligations do not apply to information that is or becomes generally available to the public other than through a breach of this Letter, that was lawfully in the receiving Party's possession free of any duty of confidentiality before its disclosure, or that is independently developed without use of the disclosing Party's information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"11289d73-fedd-4d22-90a2-b35c145c19e2","value":"none","type":"add","operator":"="}]},{"id":"837b6526-d5f2-45c3-8608-afebbf0a8c8c","order":100,"text":"If a Party is required by law, regulation or legal process to disclose any such information, it will, to the extent legally permitted, notify the disclosing Party promptly so that the disclosing Party may seek a protective order, and will disclose only that portion of the information which it is legally required to disclose. On written request following termination of this Letter, each Party will return or destroy the confidential information of the other Parties, subject to any retention required by law or by bona fide internal record-retention policies. The obligations set out in this section will continue for two (2) years after the termination of this Letter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"11289d73-fedd-4d22-90a2-b35c145c19e2","value":"none","type":"add","operator":"="}]},{"id":"f28281ea-964c-4c09-b0ba-1e0b488b159e","order":101,"text":"Each Party will keep confidential the existence and the terms of this Letter and the fact that discussions are taking place between the Parties, subject to the section entitled Public Announcements. Where a Party or any of its affiliates is subject to the United States securities laws, that Party will comply with the restrictions applicable to dealing in securities while in possession of material non-public information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"341e6031-bae8-4eba-9293-0e932232e5ad","order":102,"text":"21. ACCESS TO INFORMATION; NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"9654b47b-39ea-443c-87b3-66630d4911ad","order":103,"text":"During the Exclusivity Period, the Seller Parties will afford Buyer and its Representatives reasonable access, during normal business hours and on reasonable prior notice, to the properties, books, records, contracts, personnel, advisers and other information relating to the Company and the Business, and will respond promptly and in good faith to reasonable requests for information. Contact with customers, suppliers, lenders and employees will be coordinated with the Company. Access will be exercised in a manner that does not unreasonably interfere with the conduct of the Business, and all information provided is subject to the confidentiality obligations applicable under this Letter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"426a51ff-cdc2-4022-8dcb-2f3cfd58b0ac","order":104,"text":"Until the later of the termination of this Letter and the expiry of the Exclusivity Period, and for twelve (12) months thereafter, Buyer will not solicit for employment or hire any employee of the Company with whom Buyer has had contact in connection with the Transaction, except through general advertising or search activity that is not specifically directed at the employees of the Company. This restriction does not apply after the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9a772d3-55db-4ee9-b114-f6ce533759ed","order":105,"text":"22. PUBLIC ANNOUNCEMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"81eaa55c-c87a-4639-8c94-980edfb0d66c","order":106,"text":"No Party will make any public announcement or disclosure concerning the Transaction, this Letter or the discussions between the Parties without the prior written consent of the other Parties, except as required by applicable law, regulation or the rules of any securities exchange, in which case the disclosing Party will, to the extent legally permitted, give the other Parties a reasonable opportunity to review and comment on the proposed disclosure in advance. Disclosure to a Party's Representatives, lenders and prospective financing sources who are bound by confidentiality obligations is permitted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"995c3a5d-15b7-49c0-8aac-6bbfe3d309ae","order":107,"text":"23. EXPENSES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S23"},{"id":"372cef9e-91f4-4880-b403-d82a177357e0","order":108,"text":"Except as expressly provided in this Letter, each Party will bear its own costs and expenses incurred in connection with the Transaction, including the fees and expenses of its own legal, accounting, tax and financial advisers, whether or not the Transaction is consummated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d754f03d-efda-48ce-a5de-0935b3f59519","order":109,"text":"The Seller Parties represent that no broker, finder or investment banker is entitled to any fee or commission in connection with the Transaction on the basis of any arrangement made by or on behalf of any Seller Party, other than any adviser whose engagement has been disclosed to Buyer in writing and whose fees will be borne by the Seller Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"07b9ba96-6405-489e-8893-fd17f82a0c48","order":110,"text":"If the Seller Parties breach the section entitled Exclusivity; No Shop, the Seller Parties will, within ten (10) business days after written demand, reimburse Buyer for its documented out-of-pocket expenses incurred in connection with the Transaction, including legal, accounting, environmental and other advisory fees, up to a maximum aggregate amount of US$[Expense cap]. That reimbursement is in addition to, and not in substitution for, any other remedy available to Buyer at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"886b740c-6475-4c66-bb9c-65a42dabea8c","value":"reimburse","type":"add","operator":"="}]},{"id":"a8c82eca-3c73-42ad-af0f-17bb8a0da3d1","order":111,"text":"24. NO BINDING OBLIGATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S24"},{"id":"8123eaa6-4454-46f3-8bcc-9e9665760b5b","order":112,"text":"Except for the provisions set out in Part Two, which are binding, this Letter is a statement of the Parties' present intentions only. Part One does not constitute an offer capable of acceptance, an agreement to negotiate, an agreement to agree or a binding contract of any kind, and no Party will have any liability to any other Party in respect of Part One.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2aafc88d-9880-4df4-93d9-f705fb7a648e","order":113,"text":"No Party will be under any legal obligation with respect to the Transaction unless and until the Definitive Agreement has been negotiated, approved by each Party's governing body and by the holders of its equity interests to the extent required, and executed and delivered by all parties to it. Each Party may, in its sole and absolute discretion, for any reason or for no reason, terminate discussions, decline to proceed with the Transaction or propose different terms, and no Party will be liable to any other Party for any cost, expense, lost opportunity or other loss suffered by reason of the failure of the Parties to enter into the Definitive Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"92a70200-b0fd-401c-8e95-77bec04847f9","order":114,"text":"No prior or subsequent course of conduct, partial performance, oral statement, draft agreement or exchange of documents will give rise to any binding obligation with respect to the Transaction, and no Party is entitled to rely on any such conduct, statement or draft. Neither the delivery nor the acceptance of this Letter creates any fiduciary duty or any duty to negotiate in good faith, except to the extent expressly set out in Part Two.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"681a95a7-b8fd-4e15-af0b-2ade51c91a82","order":115,"text":"25. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"66ad0cf1-3571-4104-8df6-b16e264443fb","order":116,"text":"The binding provisions of this Letter will terminate on the earliest of the execution of the Definitive Agreement, [Outside date], the expiry of the Exclusivity Period, and the date on which the Parties agree in writing to terminate discussions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"312ff233-4367-4259-90e8-70f174377b32","order":117,"text":"Termination of this Letter will not affect any right or liability that has accrued before termination, and the sections entitled Confidentiality, Access to Information; Non-Solicitation, Public Announcements, Expenses, No Binding Obligation, Governing Law; Dispute Resolution and Miscellaneous will survive termination in accordance with their terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f90a415-da29-4d21-a775-76c4cbc57bf2","order":118,"text":"26. GOVERNING LAW; DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S26"},{"id":"745fee63-691c-4f11-8068-e93e5f7618cb","order":119,"text":"This Letter, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including any non-contractual dispute or claim, is governed by and construed in accordance with the laws of the State of [Governing law State], without regard to its conflict-of-laws principles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"06f361a3-8e46-4d15-af16-43f6c23fc1ed","order":120,"text":"The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [County and State] for any action or proceeding arising out of or relating to this Letter, irrevocably waive any objection to venue or to the convenience of that forum, and consent to service of process in the manner provided for notices in this Letter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"570f3132-32de-4bed-b3cb-f6a81bc315a3","value":"courts","type":"add","operator":"="}]},{"id":"6f4437d3-9d35-4c90-960d-c4d5cc926b40","order":121,"text":"Any dispute arising out of or relating to this Letter will be finally resolved by binding arbitration administered by the American Arbitration Association under its commercial arbitration rules, before a single arbitrator, seated in [County and State], conducted in the English language, and governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Judgment on the award may be entered in any court of competent jurisdiction. Nothing in this section prevents a Party from applying to a court of competent jurisdiction for interim or injunctive relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"570f3132-32de-4bed-b3cb-f6a81bc315a3","value":"arbitration","type":"add","operator":"="}]},{"id":"f73835e4-30cb-4e16-b545-ce39209a0e35","order":122,"text":"EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efdbfe1d-c017-4380-becf-299637c719d2","order":123,"text":"The Parties acknowledge that a breach of the sections entitled Exclusivity; No Shop, Confidentiality or Public Announcements would cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching Party is entitled to seek specific performance and injunctive relief without the necessity of proving actual damages or posting a bond, in addition to any other remedy available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c352083a-7206-47d5-a8ad-76259c2c2a03","order":124,"text":"27. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S27"},{"id":"51b9d376-fcee-4637-90ab-2ab059015000","order":125,"text":"This Letter constitutes the entire understanding of the Parties with respect to its subject matter and supersedes all prior discussions, correspondence and understandings relating to the Transaction, except for any confidentiality agreement between the Parties, which remains in full force and effect. This Letter may be amended, and any of its provisions waived, only by a written instrument signed by each Party; no failure or delay in exercising any right operates as a waiver of that right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"38cbfd93-295b-413a-a0d0-67cfa404cb09","order":126,"text":"No Party may assign this Letter or any of its rights or obligations under it without the prior written consent of the other Parties, except that Buyer may assign its rights to an affiliate or to a newly formed acquisition entity controlled by Buyer, provided that Buyer remains responsible for its obligations under the binding provisions of this Letter. This Letter is for the benefit of the Parties only and confers no right on any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"537b8d16-202f-4676-a6e1-4829fd06576a","order":127,"text":"If any provision of this Letter is held to be invalid, illegal or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions will continue in full force and effect. Any notice under this Letter must be in writing and is effective when delivered personally, by nationally recognized overnight courier, or by email with confirmation of receipt, to the addresses set out above or to any other address a Party designates in writing, with a copy to the counsel designated by that Party, which copy does not itself constitute notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3ab49aa-d51e-4866-9190-fabba3d711f3","order":128,"text":"This Letter may be executed in counterparts, including by electronic signature or by delivery of a scanned copy, each of which is an original and all of which together constitute one and the same instrument. The headings used in this Letter are for convenience only and do not affect its interpretation. Signatures transmitted electronically have the same effect as original signatures under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and under comparable state law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c42ae051-da24-409f-a069-aca02e0d2651","order":129,"text":"This Letter has been negotiated by the Parties with the benefit of their respective advisers and will be construed without any presumption against the Party that drafted it. Nothing in this Letter creates a partnership, joint venture, agency or employment relationship between the Parties, and no Party has authority to bind any other. Each person signing this Letter represents that he or she is duly authorized to sign it on behalf of the Party for which he or she signs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"92ee928c-53c4-441f-bbbe-483ef66d5c5a","order":130,"text":"28. ACCEPTANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S28"},{"id":"0f3d083c-503c-4dce-83f7-e873b8c0ff7f","order":131,"text":"If the foregoing correctly sets out our mutual understanding, please indicate your agreement by signing and returning a copy of this Letter to Buyer on or before [Acceptance deadline]. If Buyer has not received a signed copy by that date, this proposal will expire and be of no further force or effect, unless Buyer extends it in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71fee1e9-e75b-44a9-b5f4-63fb362fdea0","order":132,"text":"We look forward to working with you to bring this Transaction to a successful conclusion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"14e3d03c-1f21-4646-afb2-a9cc0f0cba4e","order":133,"text":"Very truly yours,","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8a8f440d-74f8-401d-80fc-daaf5603b571","order":134,"text":"[Buyer's legal name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"remove","operator":"="}]},{"id":"064536a2-5d6c-4d78-8c6e-553049ed6c21","order":135,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"remove","operator":"="}]},{"id":"48b7842a-8f28-42b7-bd3d-673bdb7af1c5","order":136,"text":"Name: [Name of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"remove","operator":"="}]},{"id":"fe69bc8a-1e35-437e-9990-4c302a6c1b5e","order":137,"text":"Title: [Title of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"remove","operator":"="}]},{"id":"7be9f8d1-885b-426b-a744-5c142b43d723","order":138,"text":"[Buyer's legal name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"add","operator":"="}]},{"id":"21f7dd58-cf54-4674-96fa-db62c8298af4","order":139,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"displayConditions":[{"field":"2a518ec2-5ffa-44a1-be60-8e30708b6c8f","value":"individual","type":"add","operator":"="}]},{"id":"8d112d81-4053-407b-88d4-919d0c003486","order":140,"text":"AGREED AND ACCEPTED as of the date first written above:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"16d350b9-dc7d-4f2f-a7f8-2e4204a35bf0","order":141,"text":"[Company's legal name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"3bd7ba39-f5a8-4b35-b4ee-f9b88340c463","order":142,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e7ff91cc-52be-4990-9772-6e0cfc2f6e05","order":143,"text":"Name: [Name of the Company's representative]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"bb4f5681-78c5-4189-9488-862095cb2d8c","order":144,"text":"Title: [Representative's title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"35c06bab-abea-4106-b1ce-34ca352301d4","order":145,"text":"THE SELLERS:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"ec196efb-65b2-4f77-9905-4c0466a10636","order":146,"text":"[Name(s) of the equity holders]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"34d0ac1e-41e0-43bb-bf89-a4ec67466da4","order":147,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"28d9c523-2b3a-4bd8-9b4b-5402fa1288cc","order":148,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]