We have a saying in our firm that smooth transactions make successful transitions. Basically, if two parties cannot agree on the elements of the LOI, they will probably have a hard time negotiating while dealing with the minutiae of the purchase agreement. Normally, once the key points of the deal are negotiated up front, the rest of the transaction tends to work much more smoothly.
Other Terms and Conditions: This letter of intent sets out the conditions of the proposed sale and is dependent upon the signing of a definitive agreement by and concerning the buyer, seller and the company. The definitive agreement shall hold the schedules, representations, covenants, indemnities and all other provisions according to the terms and conditions of the letter of intent and following all standard conventions in regard to all usual and applicable commercial practices.