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The scope and detail of these representations and warranties are often heavily negotiated and tailored to reflect not only the nature of the target and its business, financial condition, and operations, but also the relative negotiating strength of the buyer and seller. Observations. ” Observations. ” Observations.
In addition to the general indemnities, the parties to M&A agreements often negotiate separate “stand-alone” indemnities that cover specific topics outside the general indemnities, usually without reference to an underlying breach of the representations, warranties, or covenants.
In the event of a legitimate financing failure, a seller’s sole remedy would be to terminate the purchase agreement and collect the negotiated reverse termination fee. If the debt financing failed, Realogy’s sole remedy would be to terminate and collect the negotiated reverse termination fee. Let’s Just Settle. 100% Equity Commitment.
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