The survival period of representations and warranties (and covenants) is the duration after closing during which the buyer may bring indemnification claims for breach. In US/Delaware practice, survival periods are contractually defined because case law (e.g., GRT Inc. v. Marathon GTF Tech.

In M&A purchase agreements, a fundamental representation is a representation considered so essential to the transaction that breach is treated differently from breach of general/business representations — typically with longer survival period, no or minimal basket, and a higher (often purchase-pr…

M&A indemnification regimes use three primary financial limitations to allocate post-closing risk between buyer and seller: the cap (maximum aggregate seller liability), the basket (threshold below which no claims are paid), and the deductible (similar to basket but limits recovery to amounts exc…

A holdback (also called an escrow holdback or indemnity escrow) is a portion of the M&A purchase price withheld from the seller at closing and placed into an escrow account, available to satisfy post-closing indemnification claims by the buyer.

A hell-or-high-water (HoHW) clause requires the buyer in an M&A deal to take all actions necessary to obtain antitrust and competition approvals — including agreeing to any divestiture, behavioural remedy, or hold-separate order regulators demand — with virtually no carve-out.

A breakup fee (also called a termination fee) is a sum payable by one party to another if a defined termination event occurs in an M&A deal. The standard breakup fee is paid by the target to the buyer if the target accepts a superior proposal or board changes its recommendation.

A Material Adverse Change (MAC) clause — sometimes called Material Adverse Effect (MAE) — is a deal-protection provision in M&A agreements that allows the buyer to terminate or refuse to close if a defined adverse event materially impacts the target between signing and closing.

Anti-dilution protection shields preferred-stock investors against issuances of new equity at a price lower than their original purchase price (a “down round”). Without protection, the investor’s effective ownership and economic position would dilute.

In M&A and venture capital contexts, a Most-Favored Nation (MFN) clause guarantees a contracting party that if the counterparty grants more favourable terms to another counterparty (now or in future), those better terms automatically extend to the MFN beneficiary.

The Science Based Targets initiative (SBTi) is a global partnership (CDP, UN Global Compact, WRI, WWF) that defines and validates corporate climate targets aligned with the latest climate science — limiting warming to 1.5°C.