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Asset Purchase LOI Template

Professional Letter of Intent template specifically designed for Michigan asset purchases, with comprehensive protection clauses and strategic positioning.

Proven
Experience
15
Key Sections
30 min
To Complete
MI Law
Compliant

Asset purchase LOI template: A professional Michigan M&A Letter of Intent framework covering 15 key sections including purchase price structure, asset/liability allocation, due diligence periods, and closing conditions-designed for transactions $1M-$100M with MI Law compliance.

Complete LOI Template Structure

Section 1: Parties & Purchase Price

Party Identification
Complete legal names and entity structures
Purchase Price Structure
Base price, adjustments, earnouts, escrow
Payment Terms
Cash at closing, seller financing, contingencies

Section 2: Assets & Liabilities

Included Assets
Inventory, equipment, IP, contracts, permits
Excluded Assets
Cash, AR, personal assets, specific contracts
Assumed Liabilities
Trade payables, specific contracts, warranties

Section 3: Due Diligence & Conditions

Due Diligence Period
30-90 day investigation period terms
Closing Conditions
Financing, regulatory, third-party consents
Termination Rights
Material adverse change, failure of conditions

Section 4: Operational Terms

Exclusivity Period
No-shop provisions and break-up fees
Employee Matters
Key employee retention, benefit continuation
Transition Services
Post-closing support and training periods

Critical Negotiation Points

Working Capital Adjustments

Define target working capital levels and adjustment mechanisms to ensure fair value transfer.

Use WC Calculator →

Representations & Warranties

Comprehensive seller disclosures with appropriate survival periods and liability caps.

View DD Checklist →

Escrow & Indemnification

Structure holdback amounts, release schedules, and indemnity baskets/caps appropriately.

Deal Structure Guide →

Ready to Draft Your LOI?

Interactive LOI Generator

Use our guided wizard to create a customized LOI in minutes with all critical provisions included.

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Professional Consultation

Get experienced counsel for your specific transaction. Managing partner Alex Lubyansky on every deal.

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Receive a professionally drafted LOI template tailored to your specific transaction needs.

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