The package includes closing conditions, termination rights, fee structures, specific performance availability, financing covenants, and regulatory efforts obligations. Together they determine each party's exposure to a failed deal.
Hell-or-high-water covenants impose maximum regulatory effort.
Alternative Names:
Certainty Provisions|Deal Protection Terms
Why it Matters?
These provisions must be analyzed together rather than individually, since a narrow MAC definition paired with an exclusive reverse fee produces very different risk allocation than either alone. Regulatory efforts covenants are increasingly consequential given lengthened antitrust review, and a hell-or-high-water obligation requires divestitures the buyer may not have contemplated. Mapping the combined structure is the analysis a party should complete before signing.
Frequently Confused with
Related terms
Frequently asked questions
Why analyze the provisions together?
What is a hell-or-high-water covenant?
