“Often a condition will be waived and the agreement rewritten to require that it be completed on a post-closing basis. This is often referred to as a post-closing condition—an inaccurate name, as a technical matter, because such a requirement is… — Charles M. Fox Copy Share Image
“Which lawyer drafts the contract is often dictated by custom: financing agreements are drafted by lenders’ counsel; acquisition agreements are drafted by purchaser’s counsel;… — Charles M. Fox Copy Share Image
“Remedial provisions have two elements: a description of the events that give rise to the right to a remedy, and the remedies themselves. As” — Charles M. Fox Copy Share Image
“The documentation of a business deal is where the worlds of business and law most clearly intersect. The” — Charles M. Fox Copy Share Image
“The notion that commercial contracts should be written in plain English so as to be understood by people who would never be expected to… — Charles M. Fox Copy Share Image
“Some people incorrectly assume that a survival clause means that the representations are made or brought down on a continuing basis. This is inconsistent… — Charles M. Fox Copy Share Image
“the primary goal of drafting: to create an agreement that is precise, simple, consistent and clear—in other words, an agreement that is user-friendly.” — Charles M. Fox Copy Share Image
“party being asked to make a representation will want to make complete disclosure in order to avoid liability. The” — Charles M. Fox Copy Share Image
“Material adverse effect" is a standard that is often employed in the softening of contract provisions. It is often used in more than one… — Charles M. Fox Copy Share Image
“A proviso is a clause that begins with either "provided" or "provided, however.” — Charles M. Fox Copy Share Image
“Why include conditions precedent at all if there is going to be a simultaneous closing? It is not a necessity, but it does serve… — Charles M. Fox Copy Share Image
“A well-written contract provision is one that provides no traction for either party or their counsel to argue that something else was intended. In” — Charles M. Fox Copy Share Image
