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Letter of Intent (LOI) Template – New York
Establish clear expectations and streamline negotiations with this New York Letter of Intent Template.
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Letter of Intent (LOI)
This Letter of Intent ("LOI") is made and entered into on [Date], by and between:
Party A: [Full Name / Company Name]
Address: [Address]
and
Party B: [Full Name / Company Name]
Address: [Address]
Collectively referred to as "the Parties."
Purpose
This LOI records preliminary alignment for a potential transaction in New York, prioritizing clarity on commercial goals and closing mechanics. It is intended to streamline decision points and reduce deal friction.
The Parties acknowledge the need for coordinated diligence and efficient documentation cycles.
Due Diligence
The Parties will exchange financial, operational, legal, and technical materials to verify assumptions. A diligence checklist will identify owners, deadlines, and access protocols.
Material findings may prompt good-faith adjustments to key terms.
Regulatory Approval
Where applicable, the Parties will identify lender, landlord, or regulatory approvals affecting timing. They agree to cooperate on submissions and information requests.
Target dates will be tracked to manage third‑party dependencies.
Confidentiality
Non-public information will be kept confidential and used only for evaluating the transaction. Disclosure to advisors is permitted if they are bound by similar obligations.
Controls should be implemented to prevent misuse of sensitive data.
Exclusivity
If agreed, the Parties will observe an exclusive negotiation window to focus resources. The exclusivity period, scope, and exceptions will be stated clearly.
Breach may entitle the non‑breaching Party to agreed remedies.
Non-Binding Nature
Except for binding sections (Confidentiality, Exclusivity, Governing Law), this LOI is non-binding. It is a good-faith outline rather than an enforceable commitment.
Definitive obligations arise only upon execution of the final agreement.
Governing Law
This LOI shall be governed by the laws of the State of New York. Venue and jurisdiction for disputes shall be in New York courts, absent a later agreement to arbitrate.
IN WITNESS WHEREOF, the Parties have executed this Letter of Intent on the date first written above.
Party A Signature
Name:
Title:
Party B Signature
Name:
Title:
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Letter of Intent (LOI) Template – New York
Letter of Intent (LOI) Template – New York
Letter of Intent (LOI) Template – New York
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Letter of Intent (LOI) Template – New York
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For quick answers, scroll below to see the FAQ.
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For quick answers, scroll below to see the FAQ.
New York Letter of Intent (LOI) FAQ
Q: What regional factors influence LOIs in New York?
A: New York deals often involve sophisticated parties, tight timelines, and regulatory touchpoints. Expect a more formal tone, detailed term sheets, and clear sign-off processes. Financial, real estate, and M&A transactions frequently rely on LOIs to coordinate complex diligence.
Q: Should a New York LOI address deposits or breakup fees?
A: Yes, where appropriate. If money changes hands for exclusivity or diligence, the LOI should state whether such payments are refundable and under what conditions. Clear terms help avoid disputes about consideration and reliance.
Q: Do New York LOIs include regulatory approvals?
A: Often. Transactions may depend on lender consent, landlord waivers, or industry approvals, which the LOI can acknowledge. Flagging these items early sets realistic closing paths.
Q: Is notarization necessary in New York?
A: Not typically for an LOI. However, parties sometimes notarize signatures in high-value or multi-jurisdiction deals for evidentiary comfort. It is more a matter of practice than a hard requirement.
Q: How do New York parties treat 'binding intent'?
A: Courts look at words and conduct. If the LOI reads like a contract and the parties behave as if bound, certain provisions may be enforced. To avoid confusion, label non-binding sections clearly.
Q: What timeline expectations are common in New York?
A: Fast-moving schedules are common, especially in competitive auctions. LOIs often include short diligence windows and target dates for draft agreements. Setting internal checkpoints keeps teams aligned.
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