News & Analysis as of

Buyers Contract Terms Risk Management

DarrowEverett LLP

Tenant Estoppel Certificates: Navigating Risks, Responses and Leverage

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When it comes to the sale or financing of real property, tenant estoppel certificates are not just formalities—they are crucial documents that confirm the status of existing leases. Tenant estoppel certificates offer...more

Roetzel & Andress

Planning for the Unexpected: How Unwind Agreements Help Medical Practices

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If your medical practice is considering joining a larger group or hospital, it’s important to ask: what if the new relationship doesn’t work out? In some situations, an unwind agreement can provide a path back to...more

Quarles & Brady LLP

Supply Chain Survival Series: Risk of Loss and Transfer of Title (Article #16)

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In recent articles, we discussed rights and obligations arising from breaches of contract. However, at times goods may be damaged or destroyed during transit, without any fault on the part of the seller or the buyer. In this...more

Bradley Arant Boult Cummings LLP

Incoterms 101: The Basics of International Trade

Fluency in Incoterms® is helpful for any contractor or materials supplier engaged in international trade. Most recent articles discussing construction and international trade emphasize how tariffs can increase construction...more

Gray Reed

Incoterms Explained: A Deep Dive into Delivery Duty Paid (DDP)

Gray Reed on

In my most recent post to the Texas Construction Law Blog, I discussed the correlation between Incoterms and tariffs. As a refresher, Incoterms, short for International Commercial Terms, are a set of standardized trade terms...more

Woodruff Sawyer

How To: M&A Deal Baskets and Reps & Warranties Insurance

Woodruff Sawyer on

Negotiating a basket mechanism into your merger or acquisition agreement? One of the questions it pays to ask (and answer) early on is how that basket mechanism will function with the retention amount you will be negotiating...more

Sterne, Kessler, Goldstein & Fox P.L.L.C.

IP Hot Topic: Purchase Orders and IP Licenses: Recent ITC Decision Underscores Need for Caution

A recent opinion issued by the U.S. International Trade Commission in Certain Power Converter Modules and Computing Systems Containing the Same (Inv. No. 337-TA-1370) serves as a reminder for sellers to be cautious with any...more

Whiteford

Private Company M&A - Earn-Outs: Gravy on Top?

Whiteford on

Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more

DarrowEverett LLP

Balancing the Scales: Purchase Price Adjustments in M&A Transactions

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In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more

Procopio, Cory, Hargreaves & Savitch LLP

Eleven Concepts Business Teams Need to Know About Indemnification and Protection in Private Company M&A: Cutting Through the...

Privately held businesses are rarely bought or sold “as is.” Buyers of most businesses usually expect the sellers to make a comprehensive set of “representations” or “reps.” In other words, statements about the business that...more

Braumiller Law Group, PLLC

[Webinar] Incoterms - April 11th, 10:30 am - 12:00 pm CDT

Join ICPA and Braumiller Law Group's Washington D.C. of Counsel Jim Holbein for a presentation on incoterms - The webinar will cover the obligations, costs and risks associated with all the seven multimodal Incoterms and...more

McDermott Will & Schulte

[Webinar] Managing M&A Opportunities and Risk for Japanese Investors During COVID-19 and Beyond - June 4th, 7:00 am - 8:00 am CEST

The COVID-19 pandemic is bringing unprecedented disruption to the global M&A market. Even in today’s uncertain environment, however, certain deals are still moving forward. To usher existing agreements to successful...more

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