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Letter of Intent (LOI)

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Parties & LOI Type›Transaction Overview›Exclusivity & No-Shop…

Parties & LOI Type7 questions

1. What type of business entity is the company entering into this document?

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2. What type of transaction is this Letter of Intent for?

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3. What is the exact legal name of the proposing party ('Buyer,' 'Investor,' 'Tenant,' or 'Proposing Party')?

4. What state is the proposing party organized or residing in?

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5. What is the exact legal name of the counterparty ('Seller,' 'Target,' 'Landlord,' 'Company,' or 'Counterparty')?

6. Will any parent, affiliate, acquisition vehicle (newco), guarantor, sponsor, or fund participate in the transaction?optional

7. What is the date of this Letter of Intent?

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Transaction Overview2 questions

8. Describe the proposed transaction — what is being acquired, leased, formed, or financed, and what is expressly excluded?

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9. What is the approximate transaction value or deal size?

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Exclusivity & No-Shop1 question

10. Is the Buyer requesting an exclusivity / no-shop period?

Due Diligence1 question

11. What is the proposed due diligence period, and when does it start?

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Break-Up Fees1 question

12. Should the LOI include a break-up fee or expense reimbursement provision?

Confidentiality4 questions

13. Do the parties have a separate Non-Disclosure Agreement (NDA) in place?

14. How long should the confidentiality obligation last?

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15. May either party publicly announce the LOI, the negotiations, or the proposed transaction?

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16. Are there any standard confidentiality carve-outs to include?

Conditions to Closing5 questions

17. Is the transaction contingent on the Buyer obtaining financing?

18. Are board, manager, member, shareholder, lender, investor, or committee approvals required to sign or close?

19. Does the transaction require any regulatory or government approvals?

20. Are there key third-party consents required to close the deal?

21. Should either party agree to operate in the ordinary course or refrain from certain actions while negotiations continue?optional

Binding vs. Non-Binding Provisions4 questions

22. What is the overall intended legal effect of this LOI?

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23. Which provisions of this LOI are intended to be legally binding on both parties?

24. Should the LOI expressly state that neither party is obligated to close unless and until a definitive agreement is signed?

25. Confirm that you understand certain provisions of this LOI are legally binding.

Timeline & Closing4 questions

26. What is the target closing date (or estimated closing timeline), and is it aspirational or a binding outside date?

27. By what date should the parties execute a definitive agreement, and who prepares the first draft?

28. What definitive agreements and ancillary documents will be required to close?

29. When does this Letter of Intent expire if not countersigned by the other party?

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Governing Law & Miscellaneous7 questions

30. Which state's law will govern this Letter of Intent?

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31. How should disputes be resolved?

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32. Who bears the costs of the transaction (due diligence, legal fees, broker fees) if the deal does not close?

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33. Are any broker, finder, investment banker, business broker, or referral fees owed in connection with this transaction?

34. Are there any additional terms or special provisions to include in this LOI?optional

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35. Should this LOI include a countersignature block for the other party?

36. Will electronic signatures be accepted for execution of this LOI?

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Required — please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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