An asset sale is when the business shows no income, losing money or the seller cannot prove the profits of the business that is cash driven. A Letter of Intent (often referred to as a LOI), is a nonbinding proposal, made to the Seller of what an offer from the Buyer might look like.Download the free Asset Purchase Agreement Simple template for your business. A 'restaurant asset purchase agreement' delineates the terms and conditions for selling a restaurant's assets.