“A proviso is a clause that begins with either "provided" or "provided, however.” — Charles M. Fox Clause Copy Share Image
“Don’t hesitate to use your markup to explain a point as well as to convey it. For” — Charles M. Fox Copy Share Image
“the goal of a contract is to describe with precision the substance of the meeting of two minds, in language that will… — Charles M. Fox Books Copy Share Image
“The documentation of a business deal is where the worlds of business and law most clearly intersect. The” — Charles M. Fox Business Copy Share Image
“This sentence is filled with unnecessary words, phrases and rhetorical throat-clearing devices and is marked by a generally bombastic tone.” — Charles M. Fox Language 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… — Charles M. Fox Provisions 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… — Charles M. Fox Goals Copy Share Image
“Unlike representations—statements of fact as of a specific point in time—covenants are ongoing promises by one party to take or not to… — Charles M. Fox Covenants 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… — 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… — Charles M. Fox Plain english Copy Share Image
“Creative solutions—the tendency of transaction participants to come up with solutions that are creative and complex. These solutions to one problem often… — Charles M. Fox Creative solutions 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… — Charles M. Fox Clause 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… — Charles M. Fox Permanent Record Copy Share Image
“It is true that too much legal writing is obfuscatory, wordy, dense and stilted. Many lawyers seem to believe that sounding like… — Charles M. Fox Lawyer 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… — Charles M. Fox Cybersecurity Copy Share Image
“There are two basic types of covenant exceptions: carveouts and baskets.” — Charles M. Fox Covenant Copy Share Image
“Representations that are made again on a later date are referred to as being "brought down.” — Charles M. Fox Later Copy Share Image
“One of the primary purposes of representations is to allocate risk between the parties.” — Charles M. Fox Representations Copy Share Image
“expository writing, the goal of which is to persuade or provide information to the reader. A” — Charles M. Fox Books Copy Share Image
“A legal opinion is a written statement of legal conclusions relating to the agreement, delivered by one party’s lawyer to the other… — Charles M. Fox Law 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 Disclosure Copy Share Image
“The representation written in this fashion identifies individual events, not overall changes from one point in time to another.” — Charles M. Fox Time Copy Share Image
“The first representation is a statement as to a fact. The second representation is a statement about the representing party’s awareness of… — Charles M. Fox Representation Copy Share Image
“One principle of contract interpretation to be kept in mind in this context is that an ambiguous provision will be construed against… — Charles M. Fox Psychology Copy Share Image
“No one would ever suggest that a report whose audience consists of medical doctors should avoid medical terminology that could not be… — Charles M. Fox Medicine Copy Share Image
“most practitioners take the view that an obligation to use best efforts includes the obligation to make every possible effort, and to… — Charles M. Fox Goals Copy Share Image
“Learning is an accretive process: the more one knows, the easier it is to learn, because there are reference points that new… — Charles M. Fox Education Copy Share Image
“Provisions that set forth what the contract is about, referred to herein as the "operative provisions." For example, the operative provisions of… — Charles M. Fox Copy Share Image
“Often a condition will be waived and the agreement rewritten to require that it be completed on a post-closing basis. This is… — Charles M. Fox Closing Condition 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… — Charles M. Fox Adverse Copy Share Image
