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Buyer's Contract

This Letter Agreement ("Letter Agreement") will confirm our understanding and intentions with respect to the proposed business combination pursuant to which (Company Name), a (state) Corporation or its nominee ("Buyer") proposes to acquire substantially all of the assets (the "Assets") of (Seller), a (State) Corporation.

  1. Purchase Price. The purchase price is based upon Seller's representation of a business sales volume resulting in Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") equal to or greater than annually. Based on the preceding, the Purchase Price shall be paid by the Buyer to the Seller as Follows:

    1. At the Closing Date of the Proposed Transaction.
      in cash (by certified check or wire transfer).
    2. At the Twelve Month Anniversary of the Closing Date.
      in cash (by certified check or wire transfer).
    3. At the Twenty-four Month Anniversary of the Closing Date.
      in cash (by certified check or wire transfer).
    4. At the Thirty-sixth Month Anniversary of the Closing Date.
      in cash (by certified check or wire transfer).

    The Purchase Price will be reduced ratably should EBITDA fall below on a cumulative basis during the thirty six month period subsequent to the Transaction Closing Date.

  2. Assets to be Included. Subject to the satisfaction of the conditions to Buyer's and Seller's obligations contained in the Purchase Agreement (as hereinafter defined), on the Closing Date, Seller will sell and transfer to Buyer as part of the Purchase Price described in Paragraph 1, the following "Assets" namely, all of the Seller's assets and business related to Seller's print distribution and related business (the "Business"), including, but not limited to: (i) all intangible assets with the exception of trade accounts receivable and other receivables; (ii) inventory; (iii) all fixtures and equipment; (iv) all rights and licenses, permits and other authorizations related to the Business; (v) all know how, software, intellectual property and proprietary of secret information related to the Business; (vi) all customer list, prospective customer list, records and files related to the Business; (vii) all trade names, trademarks and slogans related to the Business (including the right to use the name "."); (viii) all other contracts related to the Business which are approved by the Buyer ("Executory Contracts"); and (ix) prepaid expenses. The Assets to be purchased will be sold and transferred to Buyer free by Seller clear of any and all liens, encumbrances and security interest.

  3. Assumption of Liabilities. Buyer shall not assume any of the existing liabilities of Seller.

  4. Purchase Agreement. Within forty-five (45) days of the date this Letter Agreement is signed by both parties, Buyer will cause to be prepared and delivered to Seller a proposed draft of a purchase agreement (the "Purchase Agreement") with respect to this matter. The Purchase Agreement will include provisions customarily contained in asset purchase agreements.

  5. Employment Agreement. The transaction contemplated herein is contingent on the Buyer and Seller, individually entering into a mutually agreeable performance based Employment Agreement.

  6. Non-competition. The Purchase Agreement will require that Seller (and any affiliates) and any other shareholders deliver to Buyer a mutually agreeable convenant not to compete in the Print Distribution business of Seller or Buyer for a period of 5 years following final Purchase Price payment. A portion of the Purchase Price will be allocated to the non-compete covenant.

  7. Key Employees. Buyer's obligations under the Purchase Agreement shall be conditioned upon entering into employment contracts with such key employees. Seller will assist Buyer in retaining certain employees after the closing date to effectuate a smooth transition of the Business to Buyer. Buyer will not assume any obligations or liabilities for employee benefit plans through the closing date or for any employees not hired by Buyer.

  8. Due Diligence Review. Following the execution of this Letter Agreement, Seller will provide Buyer, its accounts, attorneys and other representatives, immediate and reasonable access to all financial information, contracts, books and records, wherever located, and all other relevant information related to the operation and financial condition of the Business and Assets of Seller so as to enable Buyer to perform a review of the business and affairs (financial or otherwise) of Seller which Buyer deems appropriate. The closing of the transaction contemplated hereby will be subject to completion of a satisfactory due diligence investigation by Buyer.

  9. Brokers. Buyer and Seller confirm that they have not engaged nor otherwise had contact with any broker in connection with the transaction herein contemplated. No broker fees or other fees are due by either party to a third party.

  10. Expenses. Buyer and Seller each agree that it pay the expenses of its own accountants, attorneys and other representatives in connection with this Letter Agreement and the transaction herein contemplated.

  11. Operations Prior to Closing. Seller shall cause its Business and operations to be operated in the normal and ordinary course in all respects from the date this Letter Agreement is signed by both parties through the closing of the transaction contemplated hereby.

  12. Exclusive Rights. In consideration of Buyer's expenditure of its funds and time in preparing and executing this Letter Agreement and in completing its due diligence review of Seller and the Business, neither Seller or any of its officers, agents or other representatives, shall, directly or indirectly, engage in any discussions or negotiations with or encourage any other party, and will cease any other current discussions or negotiations, concerning a possible sales of its assets, a majority of its stock or business or a merger with any other entity, for a period of 60 days after this Letter Agreement is signed by both parties.

  13. Confidentiality. Buyer shall use the information provided by Seller in connection with transactions contemplated under this Letter Agreement only in confirm its due diligence investigation of the Seller and the Business. Seller shall use the information provided by Buyer in connection with the transactions contemplated under this Letter Agreement only to confirm its due diligence investigation of the Buyer and its business. All disclosure materials provided by Seller or Buyer, their accountants, attorneys or representatives, pursuant hereto shall be returned to the other party upon request in the event that negotiations are terminated and/or the transaction contemplated hereby does not occur within sixty (60) days after this Letter Agreement is signed by both parties. All information disclosed by Seller or Buyer and all matters pertaining to this Letter Agreement and the transactions contemplated hereby shall be subjected to the terms and conditions of that certain Confidentiality Agreement between Buyer and Seller ("Confidentiality Agreement"). All obligations of Seller and Buyer under such confidentiality agreement shall survive the termination of the Letter Agreement and/or the Purchase Agreement.

  14. Binding Provision. Except for paragraphs 11, 12, 13 and this paragraph 14, this Letter Agreement is not binding on Seller or Buyer, but represents the agreement in principle of the parties as to the terms with respect to this transaction would proceed.

Please confirm your agreement of the understanding set forth herein by signing where indicated below.

Very truly yours,



Company Name

By:_____________________
Name
Its: