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checklist for letter of intent by wmkeever

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									                            CHECKLIST FOR LETTER OF INTENT

Item                                                         Include
                                                             Yes     No   N/A

Parties to the letter of intent                              []     []    []
        Buyer [ ]                                            []     []
        Buyer subsidiary                                     []     []    []
        Buyer owner(s)                                       []     []    []
        Seller [ ]                                           []     []
        Seller owner(s)                                      []     []    []
        Other [ ]                                            []     []

Statement that letter is non-binding                         []     []    []

Description of consideration                                 []     []    []
       Cash                                                  []     []    []
       Notes [ ]                                             []     []
               Interest rate                                 []     []    []
               Term                                          []     []    []
               Amortization                                  []     []    []
               Negotiability                                 []     []    []
               Rights of offset                              []     []    []
       Liabilities assumed                                   []     []    []
       Securities                                            []     []    []
               Time of pricing, if public                    []     []    []
               Time of public announcement                   []     []    []
       Registration rights                                   []     []    []
               How many demand                               []     []    []
               How many piggyback                            []     []    []
               How many short form                           []     []    []
       Contingent payments (earnout)                         []     []    []
               Bad debt reserve                              []     []    []
               Affiliate transactions                        []     []    []
               Subsequent acquisitions                       []     []    []
               Financing charges                             []     []    []
               Intercompany transfers                        []     []    []

Description of structure                                     []     []    []

Asset purchase                                               []     []    []
       Stock purchase                                        []     []    []
       Merger [ ]                                            []     []
       Tax free                                              []     []    []
       Taxable                                               []     []    []
       Purchase                                              []     []    []
         Pooling                              []   []   []
         Other [ ]                            []   []

Escrow                                        []   []   []

Conditions to closing                         []   []   []
       Negotiation of definitive agreement    []   []   []
       Completion of diligence                []   []   []
       Financing                              []   []   []
       Buyer's financial condition            []   []   []
       Consents of third parties              []   []   []
       Employment contracts (key employees)   []   []   []
       Noncompetition agreements              []   []   []
       Closing documentation                  []   []   []
       Hart-Scott-Rodino clearance            []   []   []

Indemnification provisions                    []   []   []
      Basket [ ]                              []   []
      First dollar                            []   []   []

Survival of representations and warranties    []   []   []

Usual and customary matters and documents     []   []   []

Right to access                               []   []   []

Confidentiality                               []   []   []

Exclusivity [ ]                               []   []
       Break up fee                           []   []   []
       Topping fee                            []   []   []

Good faith negotiation                        []   []   []

Payment of expenses                           []   []   []

Termination of letter                         []   []   []

Timing of public announcement                 []   []   []

								
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