A Seller’s leverage is greatest prior to signing a term sheet or Letter of Intent (or, LOI) because: (1) the Buyer is at an informational disadvantage - as the Buyer gains information in the due diligence process it will gain momentum in the #negotiations; (2) relatedly, Seller loses momentum as employees, vendors, lenders, customers and others are advised of the deal - Seller cannot afford to be viewed as “damaged goods;” and (3) the Buyer does not yet have an exclusive (or, may not know that it is not going to get one). Accordingly, most buyers are anxious to negotiate on the “big issues” before someone else does. 1. Seize the opportunity to draft the LOI if possible. Negotiate the LOI to be as specific as possible with respect to each of the material terms of the transaction. As a guide, pull and review a well-written definitive agreement from your files. 2. Provide that the purchase price is to be paid “at closing” to foreclose the later argument that a portion of the purchase