News & Analysis as of

Contract Negotiations Purchase Agreement

Indemnification Obligations and the Purchase or Sale of Your Business: Why Should You Care?

by Ward and Smith, P.A. on

What Is An Indemnification Obligation? - In the simplest sense, indemnification obligations protect one party to a contract against claims that arise after a transaction that should be the other party's responsibility. ...more

By the Way, What About the Post-Closing Credit Enhancement?

by DLA Piper on

As counsel to seller, you have finally resolved the final language for the representations and warranties made by the seller in a purchase and sale agreement (“PSA”) for a significant commercial real estate asset. You have...more

Does General Release Also Cover Noncompete Agreement?

by Morris James LLP on

In determining the proper scope of the general release, the court analyzed both the express contract language and the parties' negotiations. Regarding the express contract language, the court found that the general release...more

Letter of Intent: A Seller’s Friend or Foe?

by PilieroMazza PLLC on

For a business owner, the sale of the company is the final act in the life cycle of the company (TargetCo). It represents the business owner’s opportunity to cash out on and be rewarded for his or her vision, ingenuity, years...more

Do We Have a Deal or Don't We?

by Faegre Baker Daniels on

How do you know when you’ve reached a final, binding agreement for a real estate transaction? Often one party to a lease, purchase agreement or real estate agreement, or covenant believes the parties have reached a final...more

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

Courts Consider "Airworthiness" Requirement and "As Is Where Is" Disclaimer

by Holland & Knight LLP on

Courts continue to analyze the term "airworthy" and its implications. Recently, a District Court in the Western District of Tennessee weighed in on the scope of the term "airworthy" and its sometimes complicated relationship...more

Good Rep: Social Media Assets in M&A Transactions

As we previously reported, a company’s social media pages and profiles, and the associated followers, friends and other connections, may constitute valuable business assets. In our experience, however, social media assets...more

Purchase Price Adjustments in an M&A Transaction

by K&L Gates LLP on

Whether you are involved as the purchaser or seller in an M&A transaction, you should be aware of events that may trigger adjustments to the purchase price. WORKING CAPITAL ADJUSTMENTS - In a stock transaction,...more

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