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Delaware Court Orders Buyer to Complete Purchase of Target Despite Pandemic

Buyer had remorse after onset of pandemic and took steps to blame its lenders for its refusal to close. M&A Stories July 25, 2021 Introduction There are some M&A deals where the parties have a deferred closing, meaning that the

Posted in best efforts to secure financing, buyer's covenants, Covenants, specific performance Tagged with: ,

Buyer Didn’t Waive Seller Breach by Amending Asset Purchase Agreement

Introduction An acquisition of a company is sometimes done in one step: the buyer and seller sign a purchase agreement and immediately close the transaction on the same day.  This is called a simultaneous closing. Alternatively, the buyer and seller

Posted in asset purchase agreement, boilerplate provisions, breach of representations and warranties, breach of seller's covenants, deferred closing, representations and warranties, seller's covenants, waiver provision Tagged with: , , ,

Buyer of business strikes out after protracted litigation trying to recover lost profit damages from seller

Buyer wanted to enter the annual $5 billion revenue back-to-school season market for the sale of school supplies. Since Buyer needed inventory, licenses, and retailer relationships to get the ball rolling, it decided to buy the stationery division at Seller,

Posted in breach of contract, commercially reasonable efforts, Covenants, damages

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