Lender Protections in Purchase Agreements: Negotiating and Drafting Xerox Provisions
Recording of a 90-minute premium CLE webinar with Q&A
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.
- Origins of Xerox provisions: Financing disputes during the credit crisis
- Xerox provisions
- Limited or no recourse against a lender
- Reverse termination fees
- Governing law; waiver of jury trial; venue
- Third-party beneficiary language
- Selected other relevant purchase agreement provisions
- Buyer's financing commitment representation and covenant
- 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?
Yair Y. Galil
Gibson, Dunn & Crutcher
Mr. Galil is a member of the Firm's Global Finance Practice Group. He represents a variety of clients,... | Read More
Mr. Galil is a member of the Firm's Global Finance Practice Group. He represents a variety of clients, including sponsors, issuers, financial institutions and investment funds, in complex financing transactions. The business contexts for these transactions have ranged from ordinary-course credit increases and refinancings to pivotal credit such as acquisition financings and debtor-in-possession and bankruptcy exit financings, as well as special-circumstances transactions such as debt buybacks and covenant relief amendments.Close
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
As a member of the firm's Global Finance Group, Mr. Mehraban focuses on loan and debt financing transactions, and swaps and other derivative transactions. His debt finance experience includes syndicated credit facilities for leveraged and investment grade borrowers, project and equipment financings, acquisition credit facilities, high-yield and convertible notes, and leasing and structured finance transactions.Close