With respect to negotiating and entering a typical business contract, which of the following statements is most accurate?

a.

The closing in the latter stages of the process is when the purchaser pays most or all of the agreed-on sales price to the seller, and the seller transfers ownership of the assets/business being sold to the purchaser.

b.

The Letter of Intent (or Agreement to Agree or Agreement in Principle) negotiated and executed by the parties in the early stages of the process is usually binding.

c.

The purchaser needs to conduct all of his/her/its due diligence (described in class as kicking the tires and checking the glass) before entering into the Confidentiality Agreement (or NDA).

d.

The definitive contract/agreement negotiated and executed by the parties usually has an attorneys fees clause/provision that awards reasonable attorneys fees to the purchaser in the event of a dispute because the purchaser is the party who delivers cash and cash equivalents to the seller as part of the transaction.

e.

All of the above.