(b) [if, within the exclusivity period, the seller does not execute definitive documents for the transaction that reflect the essential terms of the transaction set out in this letter or essential conditions substantially similar to this letter (except due to the mutual agreement reached between the buyer and the seller to terminate this letter or substantially alter these essential terms and conditions, or the purchaser`s unilateral refusal : the seller then pays the buyer an amount equal to the reasonable “out of pocket” costs (including reasonable fees and charges of the jurisconsults, accountants and other advisors, whether incurred before or after the date of the transaction) incurred by the buyer in connection with the proposed transaction, to be paid in a sum of money on the day of the first business day following the exclusivity period.] If you agree to the above terms and wish to continue the proposed transaction on this basis, please sign this letter in the section below and return an executed copy. (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”).] A lawyer can help identify and assess the potential impact on the purchase price, for example. B if it reserves a certain amount as collateral for the necessary guarantees or if there are shareholder loans that are repaid separately or included in the purchase price. This letter requires a separate and binding confidentiality agreement. A lawyer can help develop the conditions to ensure that a party`s interests are protected.