US style deals
English style deals
AVOIDING CULTURAL MISUNDERSTANDINGS
US style deals
• Accuracy of warranties and performance of covenants as a condition precedent
• General material adverse change
• Repetition of all warranties at completion
• Warranties also representations
• Limited and specific disclosure
• Damages on an indemnity basis
• De minimis on a deductibles basis
English style deals
• Accuracy of warranties rarely a condition precedent
• Specific material adverse change
• Only fundamental warranties repeated at completion
• Warranties not “ representations ”
• General disclosure against all warranties
• Damages on contractual basis
• De minimis on a “ tipping basket ” basis
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