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Mergers and Acquisitions from A to Z, 3rd Edition by Andrew J. SHERMAN

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CHAPTER 10

The Purchase Agreement andRelated Legal Documents

Once the due diligence has been completed, valuations and appraisals conducted, terms and price initially negotiated, and financing arranged, the acquisition team must work carefully with legal counsel to structure and begin the preparation of the definitive legal documentation that will memorialize the transaction. The drafting and negotiation of these documents will usually focus on the key terms of the transactions, the past history of the seller, the present condition of the business, and a description of the rules of the game for the future. They also describe the nature and scope of the seller’s representations and warranties, the terms of the seller’s indemnification of the buyer, ...

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