Guest User 3/5/20 Guest User 3/5/20

Finding Middle Ground: by Transaction Cost

Substantial

  
  Minimal
Moderate
Substantial

Featured

Conditions to Closing

Conditions to Obligations of Buyer

Conditions to Closing

Conditions to Obligations of All Parties

Conditions to Closing

Covenants

Governmental Approvals and Consents

Covenants

Employees and Employee Benefits

Covenants

Seller Reps & Warranties

Taxes

Seller Reps & Warranties

Employee Benefit Matters

Seller Reps & Warranties

Environmental Matters

Seller Reps & Warranties

Compliance with Laws; Permits

Seller Reps & Warranties

Intellectual Property

Seller Reps & Warranties

Real Property

Seller Reps & Warranties

Purchase and Sale

Third Party Consents

Purchase and Sale

Purchase Price Allocation

Purchase and Sale

Moderate

  
  Minimal
Moderate
Substantial

Featured

Termination

Termination and Effect of Termination

Termination

Indemnification

Exclusive Remedies

Indemnification

Indemnification Procedures

Indemnification

Certain Limitations

Indemnification

Indemnification by Buyer

Indemnification

Indemnification by Seller

Indemnification

Conditions to Closing

Conditions to Obligations of Seller

Conditions to Closing

Covenants

Tax Clearance Certificates

Covenants

Governmental Approvals and Consents

Covenants

Equitable Remedies and Reasonableness of Restrictive Covenants

Covenants

Non-Solicitation of Employees and Clients

Covenants

Non-Competition

Covenants

Confidentiality and Non-Disparagement

Covenants

Employees and Employee Benefits

Covenants

Buyer Reps & Warranties

No Conflicts; Consents (Buyer)

Buyer Reps & Warranties

Seller Reps & Warranties

Inventory

Seller Reps & Warranties

No Conflicts; Consents (Seller)

Seller Reps & Warranties

Purchase and Sale

Third Party Consents

Purchase and Sale

Purchase Price Allocation

Purchase and Sale

Purchase Price Adjustment

Purchase and Sale

Minimal

  
  Minimal
Moderate
Substantial

Featured

Miscellaneous

Expenses, Notices, Interpretation, Headings, Severability, etc

Miscellaneous

Indemnification

Exclusive Remedies

Indemnification

Effect of Investigation

Indemnification

Tax Treatment of Indemnification Payments

Indemnification

Payments

Indemnification

Indemnification by Buyer

Indemnification

Survival

Indemnification

Conditions to Closing

Conditions to Obligations of Buyer

Conditions to Closing

Conditions to Obligations of All Parties

Conditions to Closing

Covenants

Further Assurances

Covenants

Transfer Taxes

Covenants

Receivables

Covenants

Bulk Sales Laws

Covenants

Public Announcements

Covenants

Closing Conditions

Covenants

Books and Records

Covenants

Non-Solicitation of Employees and Clients

Covenants

Non-Competition

Covenants

Confidentiality and Non-Disparagement

Covenants

Notice of Certain Events

Covenants

No Solicitation of Other Bids

Covenants

Access to Information

Covenants

Conduct of Business Prior to Closing

Covenants

Seller Reps & Warranties

Absence of Certain Changes, Events, and Conditions

Seller Reps & Warranties

Buyer Reps & Warranties

Legal Proceedings (Buyer)

Buyer Reps & Warranties

Sufficiency of Funds

Buyer Reps & Warranties

Brokers (Buyer)

Buyer Reps & Warranties

No Conflicts; Consents (Buyer)

Buyer Reps & Warranties

Authority of Buyer

Buyer Reps & Warranties

Organization of Buyer

Buyer Reps & Warranties

Guest User 3/5/20 Guest User 3/5/20

Finding Middle Ground: by Significance

Deal Drivers

  
  Insignificant
Moderately Material
Situation-Specific
Deal Driver

Featured

Miscellaneous

Expenses, Notices, Interpretation, Headings, Severability, etc

Miscellaneous

Termination

Termination and Effect of Termination

Termination

Indemnification

Certain Limitations

Indemnification

Indemnification by Buyer

Indemnification

Indemnification by Seller

Indemnification

Survival

Indemnification

Conditions to Closing

Conditions to Obligations of Seller

Conditions to Closing

Conditions to Obligations of Buyer

Conditions to Closing

Covenants

Governmental Approvals and Consents

Covenants

Non-Solicitation of Employees and Clients

Covenants

Non-Competition

Covenants

Notice of Certain Events

Covenants

Conduct of Business Prior to Closing

Covenants

Seller Reps & Warranties

Absence of Certain Changes, Events, and Conditions

Seller Reps & Warranties

Buyer Reps & Warranties

Legal Proceedings (Buyer)

Buyer Reps & Warranties

Sufficiency of Funds

Buyer Reps & Warranties

No Conflicts; Consents (Buyer)

Buyer Reps & Warranties

Authority of Buyer

Buyer Reps & Warranties

Seller Reps & Warranties

Legal Proceedings; Governmental Orders

Seller Reps & Warranties

Accounts Receivable

Seller Reps & Warranties

Condition and Sufficiency of Assets

Seller Reps & Warranties

Title to Purchased Assets

Seller Reps & Warranties

Material Contracts

Seller Reps & Warranties

No Conflicts; Consents (Seller)

Seller Reps & Warranties

Organization, Qualification, and Authority of Seller

Seller Reps & Warranties

Closing

Closing Deliverables

Closing

Purchase and Sale

Purchase Price

Purchase and Sale

Assumed and Excluded Liabilities

Purchase and Sale

Purchased Assets

Purchase and Sale

Situation-Specific

  
  Insignificant
Moderately Material
Situation-Specific
Deal Driver

Featured

Covenants

No Solicitation of Other Bids

Covenants

Buyer Reps & Warranties

Organization of Buyer

Buyer Reps & Warranties

Seller Reps & Warranties

Environmental Matters

Seller Reps & Warranties

Compliance with Laws; Permits

Seller Reps & Warranties

Customers and Suppliers

Seller Reps & Warranties

Inventory

Seller Reps & Warranties

Intellectual Property

Seller Reps & Warranties

Real Property

Seller Reps & Warranties

Purchase and Sale

Third Party Consents

Purchase and Sale

Purchase Price Allocation

Purchase and Sale

Moderately Material

  
  Insignificant
Moderately Material
Situation-Specific
Deal Driver

Featured

Indemnification

Exclusive Remedies

Indemnification

Effect of Investigation

Indemnification

Indemnification Procedures

Indemnification

Conditions to Closing

Conditions to Obligations of All Parties

Conditions to Closing

Covenants

Equitable Remedies and Reasonableness of Restrictive Covenants

Covenants

Confidentiality and Non-Disparagement

Covenants

Employees and Employee Benefits

Covenants

Access to Information

Covenants

Seller Reps & Warranties

Full Disclosure

Seller Reps & Warranties

Taxes

Seller Reps & Warranties

Employment Matters

Seller Reps & Warranties

Employee Benefit Matters

Seller Reps & Warranties

Insurance

Seller Reps & Warranties

Undisclosed Liabilities

Seller Reps & Warranties

Financial Statements

Seller Reps & Warranties

Purchase and Sale

Purchase Price Adjustment

Purchase and Sale

Excluded Assets

Purchase and Sale

Insignificant

  
  Insignificant
Moderately Material
Situation-Specific
Deal Driver

Featured

Indemnification

Tax Treatment of Indemnification Payments

Indemnification

Payments

Indemnification

Covenants

Further Assurances

Covenants

Tax Clearance Certificates

Covenants

Transfer Taxes

Covenants

Receivables

Covenants

Bulk Sales Laws

Covenants

Public Announcements

Covenants

Closing Conditions

Covenants

Books and Records

Covenants

Buyer Reps & Warranties

Brokers (Buyer)

Buyer Reps & Warranties

Seller Reps & Warranties

Brokers (Seller)

Seller Reps & Warranties

Closing

Purchase and Sale

Withholding Tax

Purchase and Sale

Guest User 3/2/20 Guest User 3/2/20

Finding Middle Ground: by Time to Negotiate

Substantial

  
  Minimal
Moderate
Substantial

Featured

Indemnification

Indemnification Procedures

Indemnification

Certain Limitations

Indemnification

Conditions to Closing

Conditions to Obligations of Buyer

Conditions to Closing

Seller Reps & Warranties

Environmental Matters

Seller Reps & Warranties

Compliance with Laws; Permits

Seller Reps & Warranties

Purchase and Sale

Purchase Price Allocation

Purchase and Sale

Purchase Price Adjustment

Purchase and Sale

Purchase Price

Purchase and Sale

Moderate

  
  Minimal
Moderate
Substantial

Featured

Miscellaneous

Expenses, Notices, Interpretation, Headings, Severability, etc

Miscellaneous

Termination

Termination and Effect of Termination

Termination

Indemnification

Exclusive Remedies

Indemnification

Effect of Investigation

Indemnification

Indemnification Procedures

Indemnification

Certain Limitations

Indemnification

Indemnification by Buyer

Indemnification

Indemnification by Seller

Indemnification

Survival

Indemnification

Conditions to Closing

Conditions to Obligations of Seller

Conditions to Closing

Conditions to Obligations of Buyer

Conditions to Closing

Covenants

Public Announcements

Covenants

Non-Solicitation of Employees and Clients

Covenants

Non-Competition

Covenants

Employees and Employee Benefits

Covenants

No Solicitation of Other Bids

Covenants

Seller Reps & Warranties

Absence of Certain Changes, Events, and Conditions

Seller Reps & Warranties

Buyer Reps & Warranties

Sufficiency of Funds

Buyer Reps & Warranties

Seller Reps & Warranties

Full Disclosure

Seller Reps & Warranties

Taxes

Seller Reps & Warranties

Employment Matters

Seller Reps & Warranties

Employee Benefit Matters

Seller Reps & Warranties

Insurance

Seller Reps & Warranties

Customers and Suppliers

Seller Reps & Warranties

Intellectual Property

Seller Reps & Warranties

Real Property

Seller Reps & Warranties

Undisclosed Liabilities

Seller Reps & Warranties

Purchase and Sale

Third Party Consents

Purchase and Sale

Assumed and Excluded Liabilities

Purchase and Sale

Purchased Assets

Purchase and Sale

Minimal

  
  Minimal
Moderate
Substantial

Featured

Miscellaneous

Expenses, Notices, Interpretation, Headings, Severability, etc

Miscellaneous

Termination

Termination and Effect of Termination

Termination

Indemnification

Exclusive Remedies

Indemnification

Tax Treatment of Indemnification Payments

Indemnification

Payments

Indemnification

Indemnification by Buyer

Indemnification

Conditions to Closing

Conditions to Obligations of Seller

Conditions to Closing

Conditions to Obligations of All Parties

Conditions to Closing

Covenants

Further Assurances

Covenants

Tax Clearance Certificates

Covenants

Transfer Taxes

Covenants

Receivables

Covenants

Bulk Sales Laws

Covenants

Public Announcements

Covenants

Closing Conditions

Covenants

Books and Records

Covenants

Governmental Approvals and Consents

Covenants

Equitable Remedies and Reasonableness of Restrictive Covenants

Covenants

Confidentiality and Non-Disparagement

Covenants

Notice of Certain Events

Covenants

No Solicitation of Other Bids

Covenants

Access to Information

Covenants

Conduct of Business Prior to Closing

Covenants

Seller Reps & Warranties

Absence of Certain Changes, Events, and Conditions

Seller Reps & Warranties

Buyer Reps & Warranties

Legal Proceedings (Buyer)

Buyer Reps & Warranties

Sufficiency of Funds

Buyer Reps & Warranties

Brokers (Buyer)

Buyer Reps & Warranties

No Conflicts; Consents (Buyer)

Buyer Reps & Warranties

Authority of Buyer

Buyer Reps & Warranties

Organization of Buyer

Buyer Reps & Warranties

Finding Middle Ground: by Transaction Cost

Substantial

Moderate

Minimal

Finding Middle Ground: by Significance

Deal Drivers

Situation-Specific

Moderately Material

Insignificant

Finding Middle Ground: by Time to Negotiate

Substantial

Moderate

Minimal

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