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Common Binding Terms in a Letter of Intent

Negotiating a contract can be a messy process. Parties often need to engage in several rounds of back-and-forth negotiation to find a mutually satisfactory deal, and many details are not settled until...

Blog Bite: How do tax-exempt organizations differ in M&A transactions?

This article posted on our partner site Mondaq.com outlines “pros” and “cons” to determine what type of strategic option is best to combine the activities of tax-exempt organizations in th...

Blog Bite: Can parties rely on the “meeting of the minds” to save them from a mistake in an agreement?

This article posted on our partner site Mondaq.com examines the purpose of “entire agreement” clauses which are used to prevent parties who enter into a final contract from invoking prior disc...

Blog Bite: Does the landmark decision of Bhasin really impose a stand-alone duty of good faith?

This article posted on our partner site Mondaq.com notes that the duty of good faith previously existed in the context of commercial real estate transactions. But the article is most useful becaus...

Blog Bite: Should a TSX-V public company announce its intentions?

This article posted on our partner site Mondaq.com is relevant for TSX-V public companies because it sets out the relevant factors that a board of directors should consider when making the decisio...

Blog Bite: Can a non-binding letter of intent ever trump the existence of a definitive agreement?

This article posted on our partner site Mondaq.com examines the surprising decision in IHAG-Holding, A.G. v. Intrawest Corporation, where the terms of a letter of intent were enforced instead of t...

Blog Bite: What does “material change” mean for public disclosure in M&A transactions?

This article posted on our partner site Mondaq.com is pertinent because it explains what is meant by a “material change” when it comes to reporting obligations for Canadian businesses. For exa...

Blog Bite: Mergers & acquisitions – what are the legal obligations of a non-binding letter of intent?

This article posted on our partner site Mondaq.com considers a parties obligation to reach a definitive agreement despite a letter of intent (LOI) that states that the intent was non-binding. An a...

Blog Bite: What is the nature of transaction letters of intent?

This article posted on our partner site Mondaq.com explores the nature of transaction letters of intent or (LOI's). An LOI is typically used as the first step of a deal and should briefly outline ...

Blog Bite: When is a letter of intent binding?

This article posted on our partner site Mondaq.com highlights how important it is for parties to clearly state their intentions when drafting a letter of intent (LOI). Parties may intend for an LO...

Blog Bite: Letters of intent, binding or non binding?

This article posted on our partner site Mondaq.com illustrates how a letter of intent (LOI) can be interpreted as either binding, or non-binding on both parties. To avoid drafting a legally bindin...

Blog Bite: How Do I Negotiate a Share Purchase or M&A?

This article posted on our partner site Mondaq.com contextualizes the role of the letter of intent in the negotiation process, orders the series of events that take place in most negotiations invo...

Blog Bite: How Can Knowledge Qualifiers Exacerbate or Mitigate Liability from Misrepresentation?

This article posted on our partner site Mondaq.com provides an overview of how a seller can minimize liability by qualifying what constitutes knowledge of a misrepresentation, with absolute knowle...

Blog Bite: How Can a Purchaser Deal with Inaccurate Vendor Representations?

This article posted on our partner site Mondaq.com delves into different ways parties can deal with misrepresentation or breach of warranty, including a controversial tactic involving the use of "...

Blog Bite: What Are the Consequences of Purchasing Shares Without Due Diligence?

This article posted on our partner site Mondaq.com explores the Quebec case, Francoeur v. 4417186 Canada Inc., as a cautionary tale against entering into a share purchase agreement sans due dilige...

Blog Bite: How Do I Conduct Due Diligence in a Share Purchase or M&A?

This article posted on our partner site Mondaq.com  After a term sheet in an asset or share purchase deal is signed, the parties will usually commence "due diligence". This article posted on our ...

Letter of Intent / Investor Term Sheet

Letter of Intent / Investor Term Sheet   What is this document? A Letter of Intent (often referred to as an LOI) or an Investor Term Sheet is a document that is often used between a pote...

What is the Difference Between a Contract and a Memorandum of Understanding?

What is the Difference Between a Contract and a Memorandum of Understanding? Although a memorandum of understanding can offer an alternative way to create relationships, it is important to consider h...

Legal Tips and Tricks: Deal Negotiations Using an LOI/MOU

  Often, companies will try to secure a Letter of Intent or Memorandum of Understanding (“LOI/MOU”; the two expressions are used interchangeably) from a potential contracting counter...

Overview of Letter of Intent

Overview of Letter of Intent   What is this document? A Letter of Intent (often referred to as an LOI) or an Investor Term Sheet is a document that is often used between a potential inve...

Anti-Dilution Clause May Prevent Company from Issuing Additional Shares

The representation that the company may issue additional shares in the future means that the company may dilute the shares of the subscriber at will. A subscriber who does not wish to give t...
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