Covenants, Conditions, and Termination

There is almost always a gap in time between signing the definitive agreement and closing the transaction. Because circumstances can change significantly during this time, each party generally requires the other to make several promises, also called covenants, about how the party will behave during the interim. Similarly, the definitive agreement also typically contains several conditions precedent to closing and outlines the circumstances under which the agreement can be terminated prior to...