…survival periods, “fundamental” (or “core”) representations and warranties, intentional breaches, and fraud are typically excluded from these limitations and remain subject to longer—or unlimited—liability and time periods. Effectively structuring seller…
…Linden Law Partners we advise on earnout acceleration provisions with intentionality considering the objectives and fair interests of both buyers and sellers. Buyer Obligations to Support Earnout Achievement Earnouts can…
…narrow and precise definition of “fraud” in the agreement. The most seller-favorable definitions limit fraud to intentional misrepresentations made with actual knowledge and specific intent to deceive by a named…
…seller’s failure to disclose the information is intentional or reckless (or if the disclosure made is intentionally or recklessly incorrect or misleading), then arguably the seller has committed fraud. This…
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…Strategic Guide for Sellers In M&A transactions, representations and warranties (“reps and warranties” or “R&Ws”) often get treated as standard contract language. But for… The Role of Letters of Intent…
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