Use the LOI to expose unresolved commercial terms
Identify buyer/seller, transaction form, assets and property scope, proposed price and treatment of cash, debt and working capital. A short document that hides disagreement can create expensive diligence later. Legal counsel should review the document and explain which provisions are binding.
Describe the proposed funding structure
Separate cash, senior financing, seller debt and contingent payments. State the material financing and valuation dependencies instead of assuming a target price can be funded. A proposed note’s payment, standby and subordination treatment needs lender and legal coordination.
Map diligence to evidence and time
List financial reconciliation, equipment inspection, property/lease review, authority files, lender work and required consents. Identify responsibility, access and how unresolved matters affect the next step. An arbitrary deadline without these dependencies is not a closing plan.
Protect the process without promising an outcome
Define access, confidentiality, contacts and the intended handling of exclusivity, deposits and expenses with counsel. Avoid public disclosure of the site or customers. A signed LOI is a milestone, not proof of a final contract or completed transaction.
A useful next step
Write down the actual decision, the facts already supported and the records still missing. Use the guides and tools to move from a general topic to a reproducible calculation or evidence request. Bring transaction-specific legal, tax, environmental and financing questions to the appropriate professional.
Sources and scope
Public guidance reviewed October 17, 2026. Rules and individual transaction facts can change; a source does not establish a particular property’s compliance, financing approval or value.
An issue matrix is often more useful than stock wording
The following table identifies commercial issues for discussion. It is not a model legal clause or an interpretation of a particular Indiana contract. Counsel should determine drafting, enforceability and which obligations are intended to bind the parties.
| Issue | Commercial question | Dependency to track |
|---|---|---|
| Asset scope | Which business assets, property, contracts and liabilities are included? | Schedules and title/lease review |
| Price structure | How much is cash, note, contingent or subject to adjustment? | Funding, valuation and tax allocation |
| Working capital | What operating cash/items must remain at closing? | Consistent accounting definition and reconciliation |
| Diligence access | Which records, site visits and contacts are permitted? | Confidentiality and third-party restrictions |
| Landlord/other consent | Who obtains it and what is acceptable? | Executed lease and counterparty process |
| Financing | Which conditions are material? | Current lender review and evidence |
| Transition | What assistance, duties and duration are actually proposed? | Availability and written responsibilities |
| Process provisions | What is intended for exclusivity, deposits, costs and termination? | Legal review and party agreement |
Work the timeline backward from unresolved conditions
In an illustrative deal, the parties propose closing in 45 days but have not identified the landlord’s consent process or environmental scope. The problem is not automatically that 45 days is impossible. The problem is that the time and conditions have not been supported.
Before relying on the date, assign the consent inquiry, identify who orders the appropriate reports and determine when financials will be ready for lender review. If a critical dependency cannot fit, revise the plan or its conditions with counsel. Do not treat a hoped-for deadline as evidence the work can be completed.
Keep negotiations tied to the same definitions
A buyer and seller can agree on a price number while disagreeing about property inclusion, working capital or normalized earnings. Put those definitions into the discussion so an apparent agreement does not conceal a different economic deal.
Where terms remain conditional, label them clearly in the working record. A website guide cannot decide which clause will govern a dispute; it can help the parties identify the questions that must be resolved before signing.
Put the assumptions to work
Use the seller offer comparison to make price, payment timing, holdbacks and contingencies visible together. Turn unresolved document conditions into requests with the diligence checklist builder.