Explain how the LOI grants the buyer "keys to the kingdom"—legal access to private financial records.

This Letter serves as a summary of intent only. Except for the sections on Exclusivity and Confidentiality, this document does not constitute a legally binding agreement.

A well-drafted LOI reduces friction and serves as the roadmap for the final Purchase Agreement.

Describe how this phase protects the buyer from undisclosed liabilities.

Mention key components like payment structures (cash vs. earn-outs).

Discuss how the LOI forces both parties to agree on a valuation early, preventing "deal fatigue" later.

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