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Financing-Related Provisions in Acquisition Agreements

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, March 13, 2024

Recorded event now available

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This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with the goals of the particular party. The panel will review example provisions and provide practical strategies for adapting these provisions to protect the buyer, seller, or lender, as applicable.


In the aftermath of the 2008 credit crisis and legal disputes surrounding failed deals during that period, transaction parties have focused more intensely on the financing-related provisions in acquisition agreements. Sellers seek contractual assurances that the transaction will not abort due to a failed financing, buyers have sought to ensure that they get cooperation from the seller that addresses the conditionality in their financing commitments, and lenders seek to shield themselves from litigation through so-called "Xerox" provisions.

Listen as our authoritative panel of finance attorneys provides their perspectives on balancing the sometimes competing interests among buyers, targets, and lenders in the acquisition process. The presenters will review the protections that lenders require in acquisition financings--such as Xerox provisions--and then present a broader overview of the financing-related provisions in acquisition agreements, addressing the interests of buyers and sellers.



  1. Overview of acquisition financing and the historical origins of modern financing risk-allocation provisions
  2. Conceptual framework: key definitions and representations and the importance of conditionality and timing considerations
  3. Seller’s financing cooperation covenant: considerations for marketing, diligence and documentation matters
  4. Buyer’s financing covenant: the importance of post-signing flexibility
  5. Lender-protective provisions: Xerox


The panel will review these and other key issues:

  • The importance of limiting conditionality and the interplay between committed debt financing and the acquisition agreement
  • Considerations in drafting and negotiating financing cooperation covenants, including a general overview of financing diligence and marketing requirements
  • Anticipating needs for post-signing flexibility with respect to debt commitments, including covenants governing the buyer's ability to modify or replace its committed debt financing
  • Lender-protective provisions (i.e., "Xerox" provisions)


Brower, Tom
Tom Brower

Of Counsel
Gibson, Dunn & Crutcher

Mr. Brower's practice focuses on advising corporate borrowers, private equity sponsors and their portfolio...  |  Read More

Galil, Yair Y.
Yair Y. Galil

Of Counsel
Gibson, Dunn & Crutcher

Mr. Galil is a member of the Firm's Global Finance Practice Group. He represents a variety of clients,...  |  Read More

Hee Kim, Jin
Jin Hee Kim

Gibson Dunn & Crutcher

Ms. Kim is a Global Finance partner in the New York office of Gibson, Dunn & Crutcher. She has extensive experience...  |  Read More

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