An Exclusive Letter of Intent is commonly used in the early stages of significant business transactions under English and Welsh law. It serves as a preliminary agreement that outlines the proposed terms of a transaction while providing the potential buyer with exclusive negotiation rights for a specified period. The document typically includes key commercial terms, exclusivity provisions, confidentiality obligations, and the framework for due diligence. While most provisions are non-binding, certain elements such as exclusivity and confidentiality are typically legally enforceable. This document is particularly important in complex transactions where significant due diligence and negotiation are required.
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1. Date and Parties: Opening details including date, sender and recipient details
2. Transaction Overview: Brief description of the proposed transaction and purpose of the LOI
3. Exclusivity Provisions: Details of exclusive negotiation period, including duration and scope
4. Binding Terms: Clear statement of which provisions are legally binding
5. Non-Binding Terms: Clear statement of which provisions are not legally binding
6. Confidentiality: Terms regarding confidentiality of discussions and information exchange
7. Duration and Termination: Period of validity and circumstances for termination
8. Governing Law: Specification of English and Welsh law as governing law
1. Break Fee: Terms of any break fee payable if the transaction doesn't proceed
2. Due Diligence Process: Framework for the conduct of due diligence investigations
3. Costs and Expenses: Allocation of costs and expenses during the negotiation period
4. Non-Solicitation: Provisions preventing solicitation of employees or customers
5. Regulatory Approvals: Process for obtaining necessary regulatory approvals
1. Schedule 1 - Term Sheet: High-level summary of key commercial terms and conditions
2. Schedule 2 - Timeline: Proposed timeline for completion of the transaction
3. Schedule 3 - Due Diligence Requirements: List of required due diligence items and documentation
4. Schedule 4 - Form of Confidentiality Agreement: Template or final form of separate confidentiality agreement if required
Relevant legal definitions
Confidential Information
Due Diligence Period
Exclusivity Period
Proposed Transaction
Target Business
Binding Provisions
Non-Binding Provisions
Break Fee
Working Day
Group Companies
Representatives
Permitted Purpose
Transaction Documents
Material Adverse Change
Completion
Long Stop Date
Purchase Price
Conditions Precedent
Effective Date
Related Persons
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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