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. After you and the seller are on the same page about what assets you plan to purchase, you need your attorney to draft a letter of intent.When it comes to an asset purchase agreement, the buyer will hold you to the equipment list attached to the contract. Download a free copy of the sample document, Assets Purchase Agreement for purchasing the assets of a running restaurant.