The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

458 14 Excursion: Merger Control be used to establish against themselves or against others the existence of such in- fringements ...

15 Excursion: Sovereign Wealth Funds Table of Contents IX 15.1 General Remarks Sovereign wealth funds, foreign state-owned monop ...

460 15 Excursion: Sovereign Wealth Funds holders. However, some sovereign wealth funds can be bad for the firm or the host count ...

15.2 Community Law 461 tions of US firms.^4 In Russia, foreign investments are restricted by the 2008 Law on For- eign Investmen ...

16 Key Provisions of the Acquisition Agreement 16.1 General Remarks The key provisions of the acquisition agreement regulate the ...

464 16 Key Provisions of the Acquisition Agreement Specifications under legal background rules: caveat emptor. In the absence of ...

16.2 The Specifications of the Object 465 existence of certain characteristics or the absence of unwanted characteristics: (a) T ...

466 16 Key Provisions of the Acquisition Agreement tion 16.4). Typically, what such a rule means is unclear. In practice, it can ...

16.2 The Specifications of the Object 467 England. In English M&A practice, sellers resist giving representations in additio ...

468 16 Key Provisions of the Acquisition Agreement sold) and special areas (such as tax liability, environmental liability) may ...

16.2 The Specifications of the Object 469 certain period of time (for employee non-competition agreements, see also Vol- ume I). ...

470 16 Key Provisions of the Acquisition Agreement 16.3 Excursion: Non-Competition Clauses...................................... ...

16.3 Excursion: Non-Competition Clauses 471 Ancillary and necessary restrictions. The condition that an ancillary restriction be ...

472 16 Key Provisions of the Acquisition Agreement sary to the implementation of the concentration under the same conditions, un ...

16.4 Remedies (Indemnities) 473 tion to assess).^44 The vendor will also try to qualify its obligations by materiality clauses a ...

474 16 Key Provisions of the Acquisition Agreement mains^50 and it is unclear to what extent the old case-law can or cannot be a ...

16.4 Remedies (Indemnities) 475 ranty will not necessarily be regarded as circumstances that would change the valuation of the t ...

476 16 Key Provisions of the Acquisition Agreement mally, the target company is not party to the agreement and may not rely on i ...

16.4 Remedies (Indemnities) 477 after a certain period of time. Second, part of the purchase price can be held in es- crow pendi ...

478 16 Key Provisions of the Acquisition Agreement may be known but the amount or timing of payment is uncertain (for example, t ...