Execution Provisions
Details the structure and mechanics of the transaction
Specifies purchase consideration amount and form (e.g. cash, stock, or mix)
Representations and Warranties
Details exactly what is being bought and sold, and its condition
Seller represents that it has clean title to (i.e. ownership of) the property being sold
Outlines each parties' ability to act
Covenants
Agreements to take (or not to take) certain actions between signing and closing
For example, covenants define who must seek regulatory approval
Requires the seller to operate the business as normal and not impair the business by firing employees, for example
Conditions to Closing
Conditions that must be met before closing can take place, such as regulatory approval
Termination Provision
Conditions upon which the transaction may be terminated, such as a higher bid received by the seller or the buyer's inability to secure financing
Break-Up Fees
Specifies the amount that must be paid by the seller (buyer) to the buyer (seller) if the seller (buyer) terminates the transaction
Execution Provisions Details the structure and mechanics of the transactionSpecifies purchase consideration amount and form (e.g. cash, stock, or mix) Representations and Warranties Details exactly what is being bought and sold, and its conditionSeller represents that it has clean title to (i.e. ownership of) the property being soldOutlines each parties' ability to act Covenants Agreements to take (or not to take) certain actions between signing and closingFor example, covenants define who must seek regulatory approvalRequires the seller to operate the business as normal and not impair the business by firing employees, for example Conditions to Closing Conditions that must be met before closing can take place, such as regulatory approval Termination Provision Conditions upon which the transaction may be terminated, such as a higher bid received by the seller or the buyer's inability to secure financing Break-Up Fees Specifies the amount that must be paid by the seller (buyer) to the buyer (seller) if the seller (buyer) terminates the transaction
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