This Heads of Agreement (HOA) / Heads of Terms (HOT) is applicable in a sale and purchase of business situation. This represents the good faith intentions of the parties but also includes a deposit from the Buyer. This document is drafted in favour of the Seller.
The Parties wish to set out in this HOA the general terms and conditions of a proposed acquisition of their % interest in (the “Target”), from all existing shareholders of the Target to (collectively, the “Parties”). The Target is in the specified business.
The parties recognise that the various arrangements will need careful review but each will endeavour in good faith to agree the detailed terms of the acquisition, on the basis of the principles set out in this HOA, and to take all necessary other actions in order successfully to complete the Proposed Transaction (as defined below).
The buyer will acquire an interest in the Target (the “Proposed Transaction”), including all of the assets, owned by the Target that are used in, or necessary for the conduct of its business activities, including, without limitation: the Target’s license(s), subject to any obligations contained in such license(s) which are disclosed to the Buyer and subsisting at the time of signing of the SPA (defined below) and thereafter such further conditions imposed by a regulator relating to the change of ownership of the Target at or prior to completion of the Proposed Transaction.
memorandum of understanding,
sale and purchase,
heads of agreement,
heads of terms,
Letter of Intent,