An asset purchase agreement transfers specified assets and liabilities rather than ownership of the entity itself.

A break-up fee compensates a buyer if the seller terminates to accept a competing offer.

Deal certainty provisions are the terms allocating the risk that a signed transaction fails to close.

An exclusivity provision bars a seller from negotiating with other bidders for a defined period.

Failure to close occurs where a party refuses to complete a transaction despite satisfaction of closing conditions.

A letter of intent dispute concerns whether a preliminary agreement created binding obligations before definitive documents.

A merger agreement dispute concerns performance, termination, or breach of an agreement to combine two companies.

A reverse termination fee is payable by the buyer where it fails to close, frequently capping the seller's remedy.

Specific performance in M&A compels a reluctant party to complete the transaction rather than pay a termination fee.

A stock purchase agreement transfers ownership of an entity, carrying all its assets and liabilities.