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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 117 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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