Sample Analysis — This is a demo using a fictional LOI.

Try with your own document →

LOI — 8500 Sunset Blvd Mixed-Use Acquisition

LOIProcessed May 14, 2026·9 changes
Key Points
Redline Differences
9 Changes Found
Purchase Price & Payment Terms

Purchase price increased from $42M to $45.5M.— Seller's Counsel

[DELETED]
The Purchase Price for the Property shall be Forty-Two Million Dollars ($42,000,000.00)
[INSERTED]
The Purchase Price for the Property shall be Forty-Five Million Five Hundred Thousand Dollars ($45,500,000.00)

Added provision allowing buyer to pay $2M of the purchase price via a promissory note at closing.— Buyer's Counsel

[INSERTED]
Buyer may elect to deliver a promissory note in the principal amount of Two Million Dollars ($2,000,000.00), secured by a second deed of trust, bearing interest at 5.25% per annum, with a 24-month maturity.
Due Diligence Period

Due diligence period reduced from 90 to 60 calendar days.— Seller's Counsel

[DELETED]
Buyer shall have a period of ninety (90) calendar days following the Effective Date ("Due Diligence Period")
[INSERTED]
Buyer shall have a period of sixty (60) calendar days following the Effective Date ("Due Diligence Period")
Earnest Money Deposit

Earnest money deposit changed from $500K to $1M.— Seller's Counsel

[DELETED]
Five Hundred Thousand Dollars ($500,000.00)
[INSERTED]
One Million Dollars ($1,000,000.00)

New clause makes the deposit non-refundable after day 30.— Seller's Counsel

[INSERTED]
Notwithstanding any provision to the contrary, the Earnest Money Deposit shall become non-refundable on the thirtieth (30th) day following the Effective Date ("Hard Date"), except in the event of Seller's default or a failure of a condition precedent expressly surviving the Hard Date.
Exclusivity & No-Shop Provision

New section added: 45-day exclusivity period restricting buyer from pursuing competing properties within a 5-mile radius.— Seller's Counsel

[INSERTED]
During the period commencing on the Effective Date and continuing for forty-five (45) calendar days thereafter (the "Exclusivity Period"), Buyer agrees that it shall not, directly or indirectly, solicit, initiate, entertain, or negotiate any offer, proposal, or inquiry relating to the acquisition of any competing commercial property within a five (5) mile radius of the Property.
Environmental Contingencies

Phase II environmental assessment changed from automatic right to conditional — now requires Phase I to identify recognized environmental conditions (RECs).— Seller's Counsel

[DELETED]
Buyer shall have the right to conduct Phase I and Phase II Environmental Site Assessments at Buyer's sole cost and expense.
[INSERTED]
Buyer shall have the right to conduct a Phase I Environmental Site Assessment at Buyer's sole cost and expense. A Phase II Environmental Site Assessment shall be permitted only if the Phase I assessment identifies one or more Recognized Environmental Conditions ("RECs") as defined by ASTM E1527-21.
Closing Timeline & Conditions

Closing deadline moved from 120 days to 105 days after the Effective Date.— Seller's Counsel

[DELETED]
Closing shall occur on or before the date that is one hundred twenty (120) days after the Effective Date
[INSERTED]
Closing shall occur on or before the date that is one hundred five (105) days after the Effective Date

Added condition requiring all tenant estoppels to be delivered at least 10 business days before closing.— Buyer's Counsel

[INSERTED]
As a condition precedent to Closing, Seller shall deliver executed Tenant Estoppel Certificates from tenants occupying not less than eighty percent (80%) of the leased square footage, in form and substance reasonably acceptable to Buyer, no later than ten (10) business days prior to the Closing Date.
Broker Commission & Representation

Commission split changed from equal 3%/3% to 3.5% for seller's broker and 2.5% for buyer's broker.— Seller's Counsel

[DELETED]
Seller shall pay a commission equal to six percent (6%) of the Purchase Price, to be split equally between Seller's Broker and Buyer's Broker (3% each).
[INSERTED]
Seller shall pay a commission equal to six percent (6%) of the Purchase Price, allocated as follows: three and one-half percent (3.5%) to Seller's Broker and two and one-half percent (2.5%) to Buyer's Broker.
Analyze Your Own Document

No credit card required for your first document.

This is a fictional sample for demonstration purposes only. Review the source document and confirm important terms independently.