Once a business-fit seems a good potential, when price and terms are seen as reasonably justified and acceptable, usually after the owner and seller have met once or twice, toured the facilities, asked and answered a lot of questions of each other, and after those contacts and inquiries have been productive and the parties are interested in taking the next step, that step should be a written Offer to Purchase.  

All the business issues; is it a share sale or asset sale, what price and terms, what’s included, what’s excluded, what is expected from and by each party, matters of due diligence, matters of adjustment, matters of timing, matters of payment and security, and more should be addressed in the Offer to Purchase.

We view the Offer to Purchase as the primary means by which to buyer and seller can achieve a clear and detailed understanding, in written form but before involving the lawyers; in form that will ultimately convey the clear understands and agreements of the parties to the lawyer preparing the purchase and sale agreement and other closing documents.