M&A Boot Camp booklet 2023 - Flipbook - Page 70
Closing Conditions
Sample closing condition – “bring down” condition:
“The obligation of Buyer to effect the Merger is subject to the satisfaction of
each of the following conditions:
(a) Each of the representations and warranties of Target, other than the
Fundamental Representations, shall be accurate in all respects as of the
Closing Date as if made on and as of the Closing Date, except that any
inaccuracies in such representations and warranties will be disregarded if the
circumstances giving rise to all such inaccuracies (considered collectively)
would not reasonably be expected to have or result in a Material Adverse
Effect.
(b) Each of the Fundamental Representations shall be accurate in all
material respects as of the Closing Date as if made on and as of the Closing
Date.”
Hogan Lovells US LLP
16