4. LOI as a Source or Promoter of Undue Litigation. Aside from the legal problem of the ambiguity and uncertainty inherent in LOI, there is yet another major problem inherent in the document, from a legal standpoint. Namely, precisely because the LOI is basically ambiguous and non_definitive by nature, the document often easily lends itself to different interpretations and understandings at the hands of different parties (or even the courts), and thus lends itself, in turn, to being a fertile source for undue litigation and legal contests for those involved with the use of that document in their transactions.
Closing shall be on or before specified date at a place and time agreeable to all parties. From the signing of this letter of intent until Closing, Seller shall operate its business under the normal course of business and Seller shall not present, enter into discussions, or offer to sell its business to any other party. This paragraph shall be binding on the parties although the balance of this letter only expresses the intentions of the parties.