Summary Mark Brooks Summary Mark Brooks

Finding Middle Ground: by Transaction Cost

Substantial

 
  1. Minimal
  2. Moderate
  3. Substantial

Moderate

 
  1. Minimal
  2. Moderate
  3. Substantial
Featured
Termination
Termination and Effect of Termination
Termination
Termination
Indemnification
Exclusive Remedies
Indemnification
Indemnification
Indemnification
Indemnification Procedures
Indemnification
Indemnification
Indemnification
Certain Limitations
Indemnification
Indemnification
Indemnification
Indemnification by Buyer
Indemnification
Indemnification
Indemnification
Indemnification by Seller
Indemnification
Indemnification
Conditions to Closing
Conditions to Obligations of Seller
Conditions to Closing
Conditions to Closing
Covenants
Tax Clearance Certificates
Covenants
Covenants
Covenants
Governmental Approvals and Consents
Covenants
Covenants
Covenants
Equitable Remedies and Reasonableness of Restrictive Covenants
Covenants
Covenants
Covenants
Non-Solicitation of Employees and Clients
Covenants
Covenants
Covenants
Non-Competition
Covenants
Covenants
Covenants
Confidentiality and Non-Disparagement
Covenants
Covenants
Covenants
Employees and Employee Benefits
Covenants
Covenants
Buyer Reps & Warranties
No Conflicts; Consents (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Seller Reps & Warranties
Inventory
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
No Conflicts; Consents (Seller)
Seller Reps & Warranties
Seller Reps & Warranties
Purchase and Sale
Third Party Consents
Purchase and Sale
Purchase and Sale
Purchase and Sale
Purchase Price Allocation
Purchase and Sale
Purchase and Sale
Purchase and Sale
Purchase Price Adjustment
Purchase and Sale
Purchase and Sale

Minimal

 
  1. Minimal
  2. Moderate
  3. Substantial
Featured
Miscellaneous
Expenses, Notices, Interpretation, Headings, Severability, etc
Miscellaneous
Miscellaneous
Indemnification
Exclusive Remedies
Indemnification
Indemnification
Indemnification
Effect of Investigation
Indemnification
Indemnification
Indemnification
Tax Treatment of Indemnification Payments
Indemnification
Indemnification
Indemnification
Payments
Indemnification
Indemnification
Indemnification
Indemnification by Buyer
Indemnification
Indemnification
Indemnification
Survival
Indemnification
Indemnification
Conditions to Closing
Conditions to Obligations of Buyer
Conditions to Closing
Conditions to Closing
Conditions to Closing
Conditions to Obligations of All Parties
Conditions to Closing
Conditions to Closing
Covenants
Further Assurances
Covenants
Covenants
Covenants
Transfer Taxes
Covenants
Covenants
Covenants
Receivables
Covenants
Covenants
Covenants
Bulk Sales Laws
Covenants
Covenants
Covenants
Public Announcements
Covenants
Covenants
Covenants
Closing Conditions
Covenants
Covenants
Covenants
Books and Records
Covenants
Covenants
Covenants
Non-Solicitation of Employees and Clients
Covenants
Covenants
Covenants
Non-Competition
Covenants
Covenants
Covenants
Confidentiality and Non-Disparagement
Covenants
Covenants
Covenants
Notice of Certain Events
Covenants
Covenants
Covenants
No Solicitation of Other Bids
Covenants
Covenants
Covenants
Access to Information
Covenants
Covenants
Covenants
Conduct of Business Prior to Closing
Covenants
Covenants
Seller Reps & Warranties
Absence of Certain Changes, Events, and Conditions
Seller Reps & Warranties
Seller Reps & Warranties
Buyer Reps & Warranties
Legal Proceedings (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Sufficiency of Funds
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Brokers (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
No Conflicts; Consents (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Authority of Buyer
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Organization of Buyer
Buyer Reps & Warranties
Buyer Reps & Warranties
 
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Summary Mark Brooks Summary Mark Brooks

Finding Middle Ground: by Significance

Deal Drivers

 
  1. Insignificant
  2. Moderately Material
  3. Situation-Specific
  4. Deal Driver
Featured
Miscellaneous
Expenses, Notices, Interpretation, Headings, Severability, etc
Miscellaneous
Miscellaneous
Termination
Termination and Effect of Termination
Termination
Termination
Indemnification
Certain Limitations
Indemnification
Indemnification
Indemnification
Indemnification by Buyer
Indemnification
Indemnification
Indemnification
Indemnification by Seller
Indemnification
Indemnification
Indemnification
Survival
Indemnification
Indemnification
Conditions to Closing
Conditions to Obligations of Seller
Conditions to Closing
Conditions to Closing
Conditions to Closing
Conditions to Obligations of Buyer
Conditions to Closing
Conditions to Closing
Covenants
Governmental Approvals and Consents
Covenants
Covenants
Covenants
Non-Solicitation of Employees and Clients
Covenants
Covenants
Covenants
Non-Competition
Covenants
Covenants
Covenants
Notice of Certain Events
Covenants
Covenants
Covenants
Conduct of Business Prior to Closing
Covenants
Covenants
Seller Reps & Warranties
Absence of Certain Changes, Events, and Conditions
Seller Reps & Warranties
Seller Reps & Warranties
Buyer Reps & Warranties
Legal Proceedings (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Sufficiency of Funds
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
No Conflicts; Consents (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Authority of Buyer
Buyer Reps & Warranties
Buyer Reps & Warranties
Seller Reps & Warranties
Legal Proceedings; Governmental Orders
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Accounts Receivable
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Condition and Sufficiency of Assets
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Title to Purchased Assets
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Material Contracts
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
No Conflicts; Consents (Seller)
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Organization, Qualification, and Authority of Seller
Seller Reps & Warranties
Seller Reps & Warranties
Closing
Closing Deliverables
Closing
Closing
Purchase and Sale
Purchase Price
Purchase and Sale
Purchase and Sale
Purchase and Sale
Assumed and Excluded Liabilities
Purchase and Sale
Purchase and Sale
Purchase and Sale
Purchased Assets
Purchase and Sale
Purchase and Sale

Situation-Specific

 
  1. Insignificant
  2. Moderately Material
  3. Situation-Specific
  4. Deal Driver

Moderately Material

 
  1. Insignificant
  2. Moderately Material
  3. Situation-Specific
  4. Deal Driver

Insignificant

 
  1. Insignificant
  2. Moderately Material
  3. Situation-Specific
  4. Deal Driver
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Summary Mark Brooks Summary Mark Brooks

Finding Middle Ground: by Time to Negotiate

Substantial

 
  1. Minimal
  2. Moderate
  3. Substantial

Moderate

 
  1. Minimal
  2. Moderate
  3. Substantial
Featured
Miscellaneous
Expenses, Notices, Interpretation, Headings, Severability, etc
Miscellaneous
Miscellaneous
Termination
Termination and Effect of Termination
Termination
Termination
Indemnification
Exclusive Remedies
Indemnification
Indemnification
Indemnification
Effect of Investigation
Indemnification
Indemnification
Indemnification
Indemnification Procedures
Indemnification
Indemnification
Indemnification
Certain Limitations
Indemnification
Indemnification
Indemnification
Indemnification by Buyer
Indemnification
Indemnification
Indemnification
Indemnification by Seller
Indemnification
Indemnification
Indemnification
Survival
Indemnification
Indemnification
Conditions to Closing
Conditions to Obligations of Seller
Conditions to Closing
Conditions to Closing
Conditions to Closing
Conditions to Obligations of Buyer
Conditions to Closing
Conditions to Closing
Covenants
Public Announcements
Covenants
Covenants
Covenants
Non-Solicitation of Employees and Clients
Covenants
Covenants
Covenants
Non-Competition
Covenants
Covenants
Covenants
Employees and Employee Benefits
Covenants
Covenants
Covenants
No Solicitation of Other Bids
Covenants
Covenants
Seller Reps & Warranties
Absence of Certain Changes, Events, and Conditions
Seller Reps & Warranties
Seller Reps & Warranties
Buyer Reps & Warranties
Sufficiency of Funds
Buyer Reps & Warranties
Buyer Reps & Warranties
Seller Reps & Warranties
Full Disclosure
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Taxes
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Employment Matters
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Employee Benefit Matters
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Insurance
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Customers and Suppliers
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Intellectual Property
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Real Property
Seller Reps & Warranties
Seller Reps & Warranties
Seller Reps & Warranties
Undisclosed Liabilities
Seller Reps & Warranties
Seller Reps & Warranties
Purchase and Sale
Third Party Consents
Purchase and Sale
Purchase and Sale
Purchase and Sale
Assumed and Excluded Liabilities
Purchase and Sale
Purchase and Sale
Purchase and Sale
Purchased Assets
Purchase and Sale
Purchase and Sale

Minimal

 
  1. Minimal
  2. Moderate
  3. Substantial
Featured
Miscellaneous
Expenses, Notices, Interpretation, Headings, Severability, etc
Miscellaneous
Miscellaneous
Termination
Termination and Effect of Termination
Termination
Termination
Indemnification
Exclusive Remedies
Indemnification
Indemnification
Indemnification
Tax Treatment of Indemnification Payments
Indemnification
Indemnification
Indemnification
Payments
Indemnification
Indemnification
Indemnification
Indemnification by Buyer
Indemnification
Indemnification
Conditions to Closing
Conditions to Obligations of Seller
Conditions to Closing
Conditions to Closing
Conditions to Closing
Conditions to Obligations of All Parties
Conditions to Closing
Conditions to Closing
Covenants
Further Assurances
Covenants
Covenants
Covenants
Tax Clearance Certificates
Covenants
Covenants
Covenants
Transfer Taxes
Covenants
Covenants
Covenants
Receivables
Covenants
Covenants
Covenants
Bulk Sales Laws
Covenants
Covenants
Covenants
Public Announcements
Covenants
Covenants
Covenants
Closing Conditions
Covenants
Covenants
Covenants
Books and Records
Covenants
Covenants
Covenants
Governmental Approvals and Consents
Covenants
Covenants
Covenants
Equitable Remedies and Reasonableness of Restrictive Covenants
Covenants
Covenants
Covenants
Confidentiality and Non-Disparagement
Covenants
Covenants
Covenants
Notice of Certain Events
Covenants
Covenants
Covenants
No Solicitation of Other Bids
Covenants
Covenants
Covenants
Access to Information
Covenants
Covenants
Covenants
Conduct of Business Prior to Closing
Covenants
Covenants
Seller Reps & Warranties
Absence of Certain Changes, Events, and Conditions
Seller Reps & Warranties
Seller Reps & Warranties
Buyer Reps & Warranties
Legal Proceedings (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Sufficiency of Funds
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Brokers (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
No Conflicts; Consents (Buyer)
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Authority of Buyer
Buyer Reps & Warranties
Buyer Reps & Warranties
Buyer Reps & Warranties
Organization of Buyer
Buyer Reps & Warranties
Buyer Reps & Warranties
 
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