at the time of negotiating a letter of intent, the parties to the potential transaction often have limited information and typically have not engaged in comprehensive due diligence, and therefore the proposed terms for the transaction that are included in the loi are generally not legally binding on the parties. an loi will typically include not just the amount that the buyer proposes to pay for the acquired business but also detail about the form of payment (i.e. if the buyer expects a portion of the purchase price to be placed in escrow to secure any indemnification or other obligations of the seller, it is often stated here as well. it is not uncommon to include a list of the expected closing conditions, such as any regulatory approvals or third party consents that will be required.