Merger Term Sheet




Ladies and Gentlemen:

This letter agreement sets forth our agreement and understanding as to the essential terms of the sale to ___________________ (the "Purchaser") by ________________ (the "Seller") of the Seller's business (the "Business")


1. Purchased Assets. At the closing, the Purchaser will purchase the following assets associated with the Business:



2. Assumed Liabilities. The Purchaser will assume the following liabilities:



3. Purchase Price. The purchase price will be ______________________., payable in cash in immediately available funds on the closing date. Adjustments to the purchase price may be made for the following reasons:



4. Means of Payment. The purchase price will be paid as follows:





5. Conditions to Obligation. The Purchaser and the Seller will be obligated to consummate the acquisition of the Business unless:






6. Other Terms and Conditions:













Very truly yours,

Purchaser: Seller:
Signed by:

_____________________________________


_____________________________________


_____________________________________


_____________________________________


Signed by:

_____________________________________


_____________________________________


_____________________________________


_____________________________________



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