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Exclusive Letter Of Intent
"I need an Exclusive Letter of Intent for a potential acquisition of a commercial property in Dublin, with a 90-day exclusivity period starting March 1, 2025, including specific provisions for due diligence access and a break fee clause if the seller engages with other parties."
1. Date and Parties: Opening section identifying the date and the full legal names and addresses of all parties involved
2. Introduction/Background: Brief context of the proposed transaction and relationship between the parties
3. Proposed Transaction: Clear description of the contemplated transaction or business relationship
4. Exclusivity Provision: Detailed terms of the exclusive arrangement, including duration and scope
5. Due Diligence: Framework for information sharing and due diligence process
6. Confidentiality: Terms regarding the confidential treatment of shared information
7. Timeline: Key dates and milestones for the proposed transaction
8. Binding Nature: Clear statement of which provisions are binding and non-binding
9. Termination: Circumstances under which the LOI may be terminated
10. Governing Law: Specification of Irish law as governing law and jurisdiction
1. Break Fee: Include when parties want to specify financial consequences for breaking exclusivity
2. Costs and Expenses: Include when parties need to specify who bears transaction costs
3. Public Announcements: Include for transactions where public disclosure may be relevant
4. Non-Solicitation: Include when parties want to prevent solicitation of employees or customers
5. Intellectual Property: Include when IP rights need to be protected during the negotiation phase
6. Dispute Resolution: Include when parties want specific dispute resolution procedures beyond court jurisdiction
1. Transaction Timeline: Detailed schedule of key dates, milestones, and deadlines
2. Due Diligence Requirements: List of required documents and information for due diligence
3. Excluded Activities: Specific activities prohibited under the exclusivity provision
4. Contact Details: Key contact persons and their details for each party
Authors
Mergers & Acquisitions
Real Estate
Private Equity
Technology
Manufacturing
Financial Services
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Professional Services
Construction
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Business Development
Risk Management
Compliance
Corporate Secretariat
Treasury
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Investment Director
Business Development Manager
Legal Counsel
Commercial Director
Transaction Manager
Due Diligence Manager
Risk Manager
Corporate Secretary
Finance Director
Managing Director
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