Lender Protections in Purchase Agreements: Negotiating Xerox Provisions

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

Conducted on Tuesday, May 8, 2018

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, how are lenders responding to a world where parties sue financing sources because deals didn’t close? How can lenders protect themselves from such disputes in the future? How active should lenders and their counsel be in the acquisition process?

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 especially emphasize 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


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 lenders seek?


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

Cheng, Andrew
​Andrew W. Cheng

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

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