Letter of Intent / Term Sheet review
Pre-definitive-agreement LOI or term sheet outlining commercial terms with binding / non-binding demarcation.
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What it checks
Binding vs non-binding clause clearly demarcated
LOIs must clearly demarcate binding (confidentiality, exclusivity, expenses, governing law) from non-binding (price, structure) provisions.
Critical · MNA-001
Exclusivity / no-shop period stated
LOI should include an exclusivity period during which the seller may not solicit competing offers.
Critical · MNA-002
Confidentiality obligation
Binding confidentiality clause is the universal binding LOI provision.
Critical · MNA-003
Purchase price / consideration outline
LOI should outline purchase price and consideration mix.
Critical · MNA-004
Transaction structure outline
LOI should outline the transaction structure (stock vs asset vs merger).
Critical · MNA-005
Conditions to closing — outline
LOI should outline conditions to closing (due diligence, financing, regulatory).
Warning · MNA-006
Expenses / break fee treatment
LOI should address whose expenses (party-pays vs reimbursement) and any break fee.
Warning · MNA-007
Termination / expiration date
LOI should have an expiration date (drop-dead date).
Critical · MNA-008
Governing law / forum (binding)
LOI should specify governing law and forum, declared binding.
Critical · MNA-009
Every run also applies 107 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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