Key takeaways
- Give each deadline its own trigger and counting rule.
- Keep an acceptance window separate from a later exclusive period.
- Retain the amendment that supports a changed date.
LOI: separate the offer clock from the exclusive period
A letter of intent, or LOI, records proposed transaction terms and may also create duties under its actual language. When reviewing dates, begin with two questions: how long is the offer open for acceptance, and what period applies after the relevant agreement takes effect? Do not put both answers in one calendar field.
BDC, the Canadian development bank, explains that an LOI may contain binding provisions even where the overall transaction remains subject to further agreement. Use that distinction as a reading prompt, not as a conclusion about a U.S. dental transaction. BDC: Letters of intent
A July 2026 letter filed with the SEC provides a concrete contract example: its offer-expiry clause and its exclusivity provision state separate deadlines. The letter calls itself binding. Those terms belong to the named parties and cannot be imported into your proposed sale. SEC: Filed acquisition LOI
Write down the trigger and the end
For each provision, capture the action, start trigger, deadline, time zone and source section. Ask counsel which terms apply and how they operate. A cover email, a revised draft and the signed document may contain different dates. Preserve the discrepancy until the appropriate reviewer explains it.
The full LOI guide addresses price, scope and the signing decision. This page focuses on a smaller but useful task: keeping the acceptance window distinct from the later period in which specific conduct is restricted. Neither date is a forecast of closing.
If an interval uses days, record the counting rule supplied by the document or counsel. Do not silently decide whether the first day counts, whether weekends count or what happens on a holiday. The following example supplies its own rules to make the arithmetic testable. They are not default legal rules.
Work through an invented calendar
Assume a fictional offer must be accepted by October 5, 2026, at 5 p.m. Central time. Also assume valid acceptance starts an exclusive period ending at 5 p.m. on the twentieth calendar day after the acceptance date. The acceptance day is excluded. All dates and rules are invented, and all other requirements for valid acceptance are assumed satisfied.
| Supplied event | Result under these invented rules |
|---|---|
| Accepted October 4 at noon | Within the offer window |
| First counted exclusive day | October 5 |
| Twentieth counted exclusive day | October 24 |
| Exclusive period ends | October 24 at 5 p.m. Central |
| Separate case: accepted October 5 at noon | Within the window; period ends October 25 |
| Separate case: response arrives October 6 | Outside the stated offer window |
There are twenty calendar dates from October 5 through October 24, inclusive. The exclusive period in the first case therefore does not end on October 5 just because the offer window ends then. The two clauses govern different events.
The October 6 response needs counsel's review before anyone treats it as an accepted deal. This worksheet does not decide whether the parties formed another agreement, waived a term or changed the offer. It simply flags that the response falls outside the supplied window.
Record exactly what an extension changes
Return to the October 4 acceptance case. Assume the parties later sign a valid amendment adding ten calendar days to the exclusive period's end, with all other terms unchanged. The new end is November 3 at 5 p.m. Central. The amendment does not change the original acceptance date in this example.
Keep the old date, amended date and amendment reference together. An adviser should be able to see why the calendar moved. A casual instruction to “add ten days” leaves open which clock changed and who approved the change. That is a document question before it is a scheduling calculation.
Use the sale timeline guide for the work forecast and the due diligence guide for the review scope. Buyer funding work belongs with the financing guide. None of those planning tools revises signed dates.
Keep the calendar from widening disclosure
Begin with seller-blind outreach, leaving out the owner's identity, identifying practice details, exact location and private financial or staff information. Obtain the buyer's signed NDA before identifying disclosure; an approaching offer deadline is not a reason to skip that step. Plan staff participation around necessary work, duties and adviser guidance, with a separate decision about any broader announcement.
Summary
Track the offer window and exclusive period separately. Preserve the rule used for each calculation and the record of any amendment. Ask counsel to resolve uncertain legal effects before acting on the calendar. To plan the next step through the seller process, book an intro call.
Frequently asked questions
Is every LOI entirely nonbinding?
No. The cited filed letter expressly calls itself binding. Have counsel assess the actual language and applicable law instead of relying on the document's label.
Why does October 4 acceptance lead to October 24 here?
The invented rule excludes the acceptance date and counts twenty calendar dates starting October 5. The twentieth date is October 24; the supplied end time is 5 p.m. Central.
Does the ten-day amendment move the offer-expiry date?
Not in this example. It changes only the exclusive period's end from October 24 to November 3. The earlier acceptance event remains recorded.
Does an October 6 response prove there is no agreement?
The worksheet only shows that it falls outside the supplied October 5 offer window. Counsel must assess the actual communications and any later agreement, waiver or change.
Sources
Retrieval dates appear beside each source. Figures retain their stated observation years; retrieval does not make older data current.
- BDC: Letters of intent · Retrieved
- SEC: Filed acquisition LOI · Retrieved