Lender Protections in Purchase Agreements: Negotiating and Drafting Xerox Provisions

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

Conducted on Thursday, August 8, 2019

Recorded event now available

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Program Materials

This CLE webinar will instruct lending counsel on critical purchase agreement clauses to protect the lender, including "Xerox provisions," and others intended to benefit and protect the lender.


In the aftermath of the credit crisis and legal disputes surrounding failed deals during that period, transaction parties have sought to resolve two questions: How can lenders protect themselves from such conflicts in the future? How active should lenders and their counsel be in the acquisition process? Lenders have responded by requiring "Xerox provisions" to be included in acquisition agreements.

Xerox provisions have evolved over the past decade to include limited recourse against the lender, lender approval of deal amendments, third-party beneficiary provisions, termination fees, and other deal points in purchase agreements which impact the lender.

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 take as their point of departure the protections that lenders currently require in acquisition financings, such as Xerox provisions, and then turn to a broader overview of the financing-relating provisions in acquisition agreements.



  1. Origins of Xerox provisions: Financing disputes during the credit crisis
  2. Xerox provisions
    1. Limited or no recourse against a lender
    2. Reverse termination fees
    3. Governing law; waiver of jury trial; venue
    4. Amendments
    5. Third-party beneficiary language
  3. Selected other relevant purchase agreement provisions
    1. Buyer's financing commitment representation and covenant
    2. Seller's financing cooperation covenant


The panel will review these and other key issues:

  • What are the crucial points of the Xerox provisions?
  • What do Xerox provisions mean for buyers, sellers and financing sources?
  • What other provisions in the purchase agreement should the parties focus on in connection with an acquisition financing?


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

Mehraban, Darius
Darius J. Mehraban

Gibson Dunn & Crutcher

As a member of the firm's Global Finance Group, Mr. Mehraban focuses on loan and debt financing transactions,...  |  Read More

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