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On Buyer Letterhead

Date

[name]

[address]

Letter of Intent To Purchase The Assets of [Company Name Here]

Dear ____________

This letter of intent sets forth our understanding as to the proposed terms of the sale to ________________ (the "Purchaser") by ___________________ (the "Seller") of the Seller's business (the "Business") located in _______________ and engaged in ___________________________. This letter is not a binding or legally enforceable agreement and imposes no obligations upon nor grants any rights with respect to the acquisition of the Business to the parties hereto; the rights and obligations of the parties with respect to the acquisition of the Business will be set forthin a definitive agreement to be executed by the parties. However, the parties intend that the covenants contained in paragraphs 5-11 of this letter of intent be enforceable and binding; the rights and obligations contained in paragraphs 5-11 will inure to the benefit of the parties' successors and assigns. 

1. Purchased Assets and Assumed Liabilities. At the closing, the Purchaser will purchase substantially all of the assets associated with the Business, including all inventories, all accounts and notes receivable, and all contracts and agreements, and will assume as of the closing date only those liabilities and obligations (i) arising in connection with the operation of the Business by the Purchaser after the closing date, and (ii) arising after the closing date in connection with the performance by the  Purchaser of the contracts and agreements associated with the Business.