Introduction There are often post-closing calculations that must be made in an M&A deal. Examples are working capital and earnout calculations. Often the parties agree in advance to a dispute resolution procedure in the M&A documents in the event there…
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Purchase agreement required working capital dispute to be resolved by arbitration not expert determination
Seller is a Delaware corporation involved in the enterprise risk intelligence software business. On October 16, 2017, Seller and Buyer entered into an asset purchase agreement under which Buyer purchased substantially all of Seller’s assets. The asset purchase agreement provided for a…
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- "as is where is"
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- private equity
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- purchase agreement
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- purchase price adjustment
- purchase price reduction
- quality of earnings assessment
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- receipt of buyer equity or security
- receipt of buyer equity or security
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- shareholder buyout of partner
- shareholder release
- sharing transaction tax deduction benefits
- specific performance
- state approval of nonprofit hospital
- statute of limitations
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- step-down provision
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- subordination
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- valuation
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- waiver of contractual provision
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- Withholding Post-closing payments
- working capital adjustment
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