Lender Protections in Purchase Agreements: Negotiating Xerox Provisions

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


Conducted on Thursday, February 16, 2017

Recorded event now available

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Program Materials

This CLE webinar will instruct lending counsel on key provisions in a purchase agreement that should protect the lender, including “Xerox provisions” and other provisions intended to make Xerox provisions beneficial to the lender.

Description

In the immediate aftermath of the credit crisis and the legal disputes surrounding busted deals that arose during that period, practitioners wondered how lenders would respond to a world where financing sources were actually sued when deals didn’t close. How would lenders protect themselves from such disputes in the future and how active in the acquisition process would lenders and their counsel be?

As we approach eight years since the end of the great recession, listen as our authoritative panel of finance attorneys provides their take on the current balance among the interests of buyers, targets and lenders in the acquisition process, with an emphasis on the protections that lenders currently require in acquisition financings, such as Xerox provisions.

  1. Origins of Xerox provisions: financing disputes in the midst of the credit crisis
  2. Xerox provisions
    1. Limited or no recourse against 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
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Benefits

The panel will review these and other key issues:

  • What are the key points of the Xerox provisions and what do they mean for buyers, sellers and financing sources?
  • What other provisions in the purchase agreement should lenders be focused on?

Faculty

Cheng, Andrew
​Andrew W. Cheng

Partner
Gibson Dunn & Crutcher

Mr. Cheng is a member of the firm's Global Finance Practice Group. He focuses primarily on leveraged finance. He...  |  Read More

Curtis, Linda
Linda L. Curtis

Partner
Gibson Dunn & Crutcher

Ms. Curtis is Co-Chair of the firm's Global Finance Practice Group. Her practice focuses on all aspects of...  |  Read More

Barshop, Melissa
Melissa L. Barshop

Gibson Dunn & Crutcher

Ms. Barshop is a member of the firm's Corporate Department and its Global Finance and Business Restructuring and...  |  Read More

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