Private Company Acquisition Agreements: Drafting Reps, Warranties, Covenants and Closing Conditions

Leveraging Current Market Trends in Deal Terms When Negotiating Key Contract Provisions

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

Conducted on Thursday, November 5, 2015

Recorded event now available

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Program Materials

This CLE webinar will guide deal counsel in negotiating representations and warranties, covenants, closing conditions, and indemnification provisions in private company acquisition agreements. The panel will offer their insights on how recent market trends are impacting the drafting of these critical deal terms.


Representations and warranties, covenants, closing conditions, and indemnification provisions are among the most important clauses in private company acquisition agreements. Buyers and sellers in private company acquisitions must strategically draft and negotiate these provisions to ensure their respective rights are protected before and after the deal closes.

Reps and warranties clauses require the target to disclose and explain specific issues and risks associated with the deal and give buyers an opportunity to exit the deal under certain circumstances. Covenant provisions require or restrict certain conduct by the parties between the date the acquisition agreement is signed and the date the deal closes. Closing conditions outline steps the parties must complete before the deal may close. Indemnification clauses allocate risk in the event of damages or losses.

Counsel structuring these important provisions in private company acquisition agreements must understand the current trends in the market and where drafting and negotiation challenges are likely to arise.

Listen as our panel of M&A practitioners reviews the latest trends in deal terms for private company acquisitions. The panel will discuss best practices for negotiating representations and warranties, covenants, closing conditions, and indemnification provisions.



  1. Reps and warranties
  2. Covenants
  3. Closing conditions
  4. Indemnification provisions


The panel will review these and other key issues:

  • What are the current trends for M&A practitioners negotiating private company acquisition agreements?
  • What are the best practices for counsel on both sides of the deal when negotiating and structuring reps and warranties, covenants, closing conditions, and indemnification provisions?
  • What critical considerations should counsel contemplate when drafting a fraud exception to an indemnification provision?
  • What are the most commonly disputed issues when negotiating these clauses and what are some effective strategies for resolving them?


Kenneth W. Clingen
Kenneth W. Clingen

Clingen Callow & McLean

Mr. Clingen chairs the firm’s business counseling department. He is general counsel to a number of privately...  |  Read More

Price, William
William Price

Growth Law

Mr. Price's practice focuses on business law, including international and national transactions including...  |  Read More

Wood, Iain
Iain Wood

Akin Gump Strauss Hauer & Feld

Mr. Wood has significant experience in representing companies and private equity firms on transactional matters and...  |  Read More

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