The Middle Ground

A GUIDE TO DEAL TERMS IN PLAIN ENGLISH


+ Introduction

+ Purchase and Sale

+ Closing

+ Representations & Warranties - Seller

+ Representations & Warranties - Buyer

+ Covenants

+ Conditions to Closing

+ Indemnification

+ Termination

+ Miscellaneous

Assumptions


Our main goal in creating this guide is to provide a resource that is as helpful as possible without being distractingly complicated. When dealing with legal language, that is a tall task. While the following assumptions will apply to most lower middle market deals, every transaction is unique and will require terms to be tailored to the particular circumstances. The assumptions we’ve made in drafting this guide include:

  • Single corporate Buyer, single corporate Seller

  • An arm’s length transaction (the Buyer and Seller are not friends or family)

  • The signing and closing are not simultaneous

  • The transaction warrants a long-form agreement

  • Individual shareholders do not need to be party to the agreement

  • A purchase price adjustment based on working capital will be made after the Closing