Non-Binding Letter of Intent - Alvarez & Marsal 2025

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  1. Click ‘Get Form’ to open the Non-Binding Letter of Intent in the editor.
  2. Begin by filling in the date at the top of the document. This is crucial for establishing a timeline for your proposed transaction.
  3. In the section labeled 'Potential Purchaser', enter your name or your entity's name as it will be recognized legally.
  4. Proceed to outline the proposed purchase details, including all assets listed in Schedule A. Ensure you provide accurate descriptions and values.
  5. Complete Schedule B by identifying yourself as the Phase I Bidder and providing any necessary documentation regarding financial ability and corporate authority.
  6. Review all sections carefully, ensuring that all fields are filled out correctly before finalizing your document.
  7. Once completed, utilize our platform’s signing feature to electronically sign the document, ensuring a smooth submission process.

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Are letters of intent legally binding? By itself, a letter is non binding, and is not a substitute for a full legal contract. Neither party is held to the contents. One of the requirements for an agreement to be legally binding is that both sides intended to be bound.
In competitive MA processes, non-binding offers enable sellers to solicit interest from multiple potential buyers simultaneously. This competitive dynamic can drive up the value of the transaction and provide sellers with leverage in negotiations.
In general, LOIs are specifically drafted as being non-binding (with few specifically excepted terms). However, if the LOI does not contemplate a subsequent, definitive agreement and contains all of the material terms of the transaction, the LOI may be interpreted as binding between the parties.
You can change your mind after signing an NLI, but there are legal consequences to breaking this contract.
And there are several ways in which signing of LOI can help any of the parties involved: Once an LOI is used as a matter of documenting the mutual obligations in an agreement, signing is a way to establish the level of agreement at a certain moment. Signing is always a way to show the other party that youre serious.
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That said, if you cant agree on terms, youre free to back out of the deal since most of an LOI is non-binding.
Consequences of Breaking a Letter of Intent Generally speaking, when one party breaches an agreement, they may face a lawsuit, reputational damage, or financial penalty. This could include paying back any money the non-breaching party received or covering their legal fees associated with pursuing action against them.

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