To address the concern that the letter of intent not be construed as binding, the parties generally include a simple disclaimer stating that the parties do not intend the letter to be binding.
The general principle is that the expectations or intent of the parties determines whether a letter of intent constitutes a binding contract.
There can be no assurance that the conditions to the transactions contemplated by the letter of intent will be satisfied or that those transactions will be completed or, if completed, that The Mills will recover its invested capital.
Although The Mills believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, The Mills can give no assurance that its expectations will be attained and it is possible that our actual circumstances and results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties, including The Mills' ability to obtain the necessary consents from The Mills' lenders and The Mills' and the other parties' ability to satisfy the other conditions to closing the transaction subject to the letter of intent.
Among other conditions to closing or simultaneous with or subsequent to closing of the Reorganization Transaction, as provided in the Letter of Intent, the following conditions will apply:
The Letter of Intent provides that, at the time of closing of the Reorganization Transaction, G/O and SH Celera shall enter into a Facilities Administration and Operating Services Agreement (the "FA&OS Agreement"), in form and substance mutually agreed upon by them, pursuant to which SH Celera will provide all facilities, administration and operating services necessary for G/O to conduct a fee based business consulting practice under the trade name of "G/O Business Solutions, Inc.
The Letter of Intent
holds no binding obligations to either party unless or until the parties reach a final agreement on all terms and conditions and execute a formal written contract.
The letter of intent contemplates that (i) FLJ will create a newly formed entity ("Newco"), which will enter into a merger agreement with the Company and a stock purchase agreement with National Patent, (ii) Newco will commence a tender offer for all of the Company's outstanding shares, at the same $.
There can be no assurances that the proposed transactions will be consummated, either on the terms set forth in the letter of intent or at all.
Over the term of the Letter of Intent
Sona loaned Idea One a total of $550,000 through a series of convertible promissory notes.
Cammarano continued, "In addition to the MFC Development stock, which we intend to distribute to our stockholders, the letter of intent contemplates that we will receive $4.
Since mid 2004, it expanded its activities to obtaining rights to products that it markets and sells to retail outlets, and, in April 2006, it entered into a letter of intent to sell this division.