(b) [If, within the exclusivity period, the seller does not execute definitive documents for the transaction; which reflect the essential terms of the transaction contained in this letter or in the essential conditions that are broadly similar (except under the reciprocal agreement between the buyer and the seller to terminate that letter or to alter these materially essential conditions or the buyer`s unilateral refusal to perform these final documents), the seller must then pay the purchaser an amount corresponding to the reasonable cost of the ticket bag (including reasonable fees and fees). same day as part of the proposed transaction , on the first business day following the exclusivity period.] (a) Subject to compliance with the terms described in this letter, the purchaser, at the close of the transaction (the “financial statements”), acquired essentially all the assets (the “acquired assets”) of the business, free and free of charge, and the purchaser would assume only certain debts (the “liabilities taken” at the purchase price mentioned in Section 1, point b). Acquired assets do not include the seller`s cash funds and cash equivalents, including current accounts, bank accounts, certificates of deposit, term deposits, investment funds or seller`s receivables, unless this is on working capital (“excluded assets”). All other debts related to the transaction would be withheld by the seller (excluding “excluded debts”).] Enter the exact time of the end of the letter. Include a.m.p.m and time zone (i.e. central time, eastern time). This letter (this “letter”) is intended to summarize the main conditions of a proposal reviewed by [BUYER], a [ENTITY TYPE] [ENTITY TYPE] with respect to the eventual acquisition of all assets and the resumption of certain specified liabilities of the company (the “transaction”) of [SELELR], of a [STATE] [ENTITY] (“seller”). The eventual acquisition of the business is referred to as a “transaction” and the buyer and seller are referred to as “party” and collectively “parties.” A lawyer may inform the buyer of additional or alternative ancillary agreements that may apply specifically depending on the type of business acquired.