Tag archives: Purchase Agreement

Schedule some time for disclosure schedules

If selling your company were a vacation, preparing disclosure schedules would be the part where you plan what to bring. Pack too much and it might be a burden; pack too little and you might miss something that you really need. Not to mention that packing isn’t particularly exciting, although I have been told that … Continue reading

Governing law clauses: “without regard to conflict of law”

Contracting parties will typically consider a “governing law” provision, which identifies the proper law of a contract by express intention. A governing law provision applies to the substantive issues of the contract, provided that it is bona fide, legal and not contrary to public policy. Such provisions will identify the preferred jurisdiction of governing law … Continue reading

Protecting buyers in M&A transactions: trends in the use of indemnification provisions

Allocating liability between buyers and sellers for the business and operating risks of a target company in M&A transactions is key to assessing what might be an appropriate purchase price for the transaction. As a result, the indemnification provisions in a purchase agreement are heavily negotiated with buyers seeking to limit their post-closing damages and … Continue reading
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