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New York Negotiating and Drafting Further Assurances and Pre-Closing Assurances Provisions

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This form provides boilerplate contract clauses that give further assurances and pre-closing assurances to the various parties of the contract agreement. Several different language options are included to suit individual needs and circumstances.

New York Negotiating and Drafting Further Assurances and Pre-Closing Assurances Provisions refer to legal agreements commonly used in New York jurisdiction during business transactions and acquisitions. These provisions aim to ensure that both parties fulfill their obligations and responsibilities before the closing of a deal. By including these provisions, the parties involved secure additional assurances to guarantee the smooth completion of the transaction. There are different types of New York Negotiating and Drafting Further Assurances and Pre-Closing Assurances Provisions, and they may vary depending on the specific terms outlined in the agreement. Some common types include: 1. Further Assurances Provisions: These provisions require the parties to take all necessary actions and provide any additional documentation or information required to fulfill the terms of the transaction. They ensure that any outstanding obligations are met and all necessary steps are taken to finalize the deal. 2. Pre-Closing Assurances Provisions: These provisions focus specifically on actions and requirements that need to be completed before the closing of the transaction. Such provisions may include securing necessary permits, approvals, licenses, or consents, as well as satisfying certain conditions precedent. 3. Cooperation and Information Sharing Provisions: These provisions establish the duty of both parties to cooperate and provide each other with relevant information necessary for the completion of the transaction. This can include financial statements, corporate records, or any other documentation essential for due diligence or regulatory compliance. 4. Remedies and Indemnification Provisions: These provisions outline the remedies available to the parties if either party fails to fulfill their obligations under the agreement. They may include remedies such as specific performance, indemnification, or damages, providing a legal course of action for enforcing the agreement in case of any breaches. 5. Survival and Termination Provisions: These provisions specify the duration of the obligations and assurances outlined in the agreement. They determine whether certain provisions will survive the closing of the deal or if they terminate upon completion. These clauses can define the parties' ongoing obligations after closing or outline any limitations on their liability. In summary, New York Negotiating and Drafting Further Assurances and Pre-Closing Assurances Provisions are crucial in business transactions as they establish additional assurances to ensure a smooth and successful completion of the deal. They address the parties' responsibilities, cooperation, necessary actions, remedies, and the duration of obligations.

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A standard boilerplate clause, in which the parties agree to cooperate with one another to take any actions not expressly specified in the agreement to carry out the intent of the agreement or implement its provisions.

A further assurances clause is part of the standard 'boilerplate' in most sophisticated commercial agreements. It provides that a party shall provide cooperation and assistance to the other party in executing duties under the contract.

A covenant of further assurances is the related promise that the grantor will do whatever is necessary to remove a defect associated with title, such as an encumbrance, if it arises, and if the problem is not fixed, damages will be awarded.

A good example of this is with an automobile dealership selling a car that requires financing. The dealer's covenant of assurance to the finance company is the assurance the title is perfected by filling out the proper paperwork reflecting the finance company having a lien against the car as collateral for the loan.

If a third party comes forward and claims ownership of the land, John is responsible for defending Jane and paying any damages. This is an example of a future covenant because it can only be breached if there is interference with Jane's possession of the land.

A Standard Clause commonly found in the miscellaneous section of a contract, in which the parties agree to cooperate with one another to take any actions not expressly specified in the agreement to carry out the intent of the agreement or implement its provisions.

This clause provides a buyer with the assurance that their right to possess the property won't be negatively impacted by any legal claims made against the property by a third party.

By Practical Law Commercial. A boilerplate further assurance clause that seeks to ensure that the parties carry out any additional acts necessary to give effect to the contract, including the procuring of such acts by third parties.

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This form provides boilerplate contract clauses that give further assurances and pre-closing assurances to the various parties of the contract agreement. This Standard Clause has integrated drafting notes with important explanations and drafting tips. Get full access to this document with Practical Law. Try ...Mar 3, 2021 — A buyer of a business wants assurances as to the assets he is acquiring so as to minimize risk of post-closing liabilities for pre-closing ... This page contains Further Assurances clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded ... Jun 16, 2015 — State of New York for any purpose other than as provided in this Section 7.7 and ... in a further assurances clause (e.g., reasonable efforts) ... Add the Negotiating and Drafting Further Assurances and Pre-Closing Assurances Provisions for editing. · Alter your document. · Complete redacting the template. May 22, 2019 — A contract's preamble provides the name of the agreement, its effective date, and the full legal name of the parties. At least one Business Day prior to the Closing Date, the Sellers' Representative shall prepare based on all available information and deliver to Buyer a ... Oct 24, 2022 — to the rules and regulations of the subject exchange, such as the New York Stock Exchange ... Examples of pre-closing covenants include the ... This Drafting & Negotiating Guide reviews certain pre-closing covenants that seek to deter or prevent potential third-party intervening bids from disrupting the ...

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New York Negotiating and Drafting Further Assurances and Pre-Closing Assurances Provisions