Best Efforts in Commercial Contracts

Best Efforts in Commercial Contracts

“Best Efforts” in Contracts In a commercial transaction, the contract parties make certain promises to each other about the way things are and about what they will do in the future.  Some examples:  “I promise to obtain the software license by the end of the year.”...
The Importance of Term Sheets

The Importance of Term Sheets

Whenever an important business transaction is contemplated, a letter of intent (LOI), summary of indicative terms or a term sheet should be one of the first things on the parties’ checklist. (The checklist is the first!)  Term sheets are a topic-by-topic summary of...
Purchase Price Adjustments

Purchase Price Adjustments

When buying a business (whether in a stock deal or an asset deal), the Buyer will often want protection from unforeseen problems, balance sheet shortfalls, customer attrition or claims against representations and warranties. These adjustments can take the form of...