M&A Boot Camp booklet 2023 - Flipbook - Page 71
Closing Conditions
“Bring down” condition (cont’d)
– How wrong do the target’s representations have to be before the buyer can
walk away?
– What’s the difference between an “in all material respects” standard and a
“Material Adverse Effect” standard?
Other conditions to the buyer’s obligation to close:
– “Compliance with covenants” condition
– Stand-alone “no material adverse effect” (MAE) condition
– “No injunction” condition
– “No litigation” condition
– Appraisal rights condition
– Regulatory conditions
– Employee-related condition
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