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Conditional Letter Of Intent
"Need a Conditional Letter of Intent for a potential acquisition of a Singapore tech startup, with a 60-day exclusivity period and specific conditions around intellectual property due diligence to be completed by March 2025."
1. Identification of Parties: Full legal names, registered addresses and details of all parties involved in the Letter of Intent
2. Transaction Overview: Brief description of the proposed transaction, its purpose and scope
3. Conditions Precedent: Specific conditions that must be met before proceeding with the main transaction
4. Timeline and Key Dates: Key dates, deadlines for conditions fulfillment and transaction completion
5. Binding vs Non-binding Provisions: Clear distinction between which provisions are legally binding and which are non-binding
1. Exclusivity Period: Terms regarding exclusive negotiation period, used in competitive situations or significant transactions
2. Break Fee: Terms regarding compensation if transaction doesn't proceed, typically used in high-value transactions
3. Confidentiality Provisions: Terms regarding information sharing and confidentiality obligations, used when separate NDA not in place
4. Due Diligence Access: Terms regarding access to information and documents for due diligence purposes
5. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution
1. Schedule A - Key Terms Sheet: Detailed summary of main commercial terms and conditions of the proposed transaction
2. Schedule B - Timeline: Detailed timeline outlining key milestones, deadlines and critical dates
3. Schedule C - Conditions List: Comprehensive list of all conditions precedent that must be satisfied
4. Schedule D - Required Approvals: List of regulatory, corporate or third-party approvals needed for the transaction
Authors
Binding Provisions
Business Day
Conditions Precedent
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Long-Stop Date
Non-Binding Provisions
Proposed Transaction
Purchase Price
Signing Date
Target Business
Transaction Documents
Party
Parties
Representatives
Singapore Dollars
SGD
Material Adverse Change
Definitive Agreement
Break Fee
Due Diligence Materials
Permitted Purpose
Working Hours
Exclusivity
Conditions Precedent
Due Diligence
Timeline
Binding Effect
Break Fee
Costs and Expenses
Governing Law
Good Faith
Notices
Term and Termination
Non-Solicitation
Publicity and Announcements
Assignment
Third Party Rights
Entire Agreement
Force Majeure
Dispute Resolution
Amendments
Severability
No Partnership
Counterparts
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