Does anyone have some tips/reminders when reviewing an SPA? Want to be comprehensive in this respect.

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Seller and no

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Whether Buyer will have a financing contingency to the purchase (ie, if Buyer’s lenders backout, can Buyer walk away or do they need to (a) use best efforts for alternative financing or (b) use cash for purchase price).

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Need a little more context here. Buyer or seller? RWI Policy?

Assuming you also have outside counsel, focus on the stuff that matters: purchase price and related mechanics, closing conditions, and indemnity. This will pick up related stuff like definition of MAE, which reps are fundamental, definition of Losses, materiality scrape, etc. Given you don’t have RWI, will also want to get commercial sign off on the reps and schedules, but that’s lower level stuff.

Review the reps and make sure you can actually make them

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Saturday Wordle 308 4/6

⬜⬜⬜⬜⬜
⬜🟨⬜🟨⬜
🟨🟨🟩⬜🟩
🟩🟩🟩🟩🟩

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Hey fishes, how is the project allotment done in coforge..
It's been a month since I have joined still no tasks allocated not even induction is it a common in coforge?

Anyone at Mercer in Careers willing to chat about their experience?

Does Canada typically follow US comp increases?

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Anybody not vaccinated who is willing to chat about going back to the office and how to handle the conversation/assumptions/potential discrimination?

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Hi Everyone!
I’m a technical professional who was laid off in July. I have over 8 years of Technical experience and actively job searching!

Please DM me if you’re interested in sending a referral for any IT positions!

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Looking for recommendations for over ear noise cancelling head set. Been looking at Jabra evolve 75, bose qc. Open to other options. TIA

Gluck to all those studying for the CFA, seriously applaud your dedication. this amazing weather is just too hard to pass up. nothing like sippin an ice cold beer out on the patio...

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Are Glassdoor salaries up to date or are they on the lower side of the real numbers currently?

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Thankful for all you fishes helping eachother out! Keep it up folks!

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Hi fishes, I’m currently a PM more focusing on the business side/ digital transformation. I want to be a PM (with more technical skills) in the future for a Tech company. So, I started taking an online course : intro to computer science. Is this a right approach? Anything else that you recommend me to try/ do/ learn so that I can achieve my goal? Thank you!!

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We are hiring for Pre-Sales Engineers (Technical) and Customer Success Managers (Strategic). DM if interested. US Permanent Residents and Citizens only.

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What are considered the best IP boutiques?

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Hi sharks,

Tredence or Commonwealth Bank ?
Need help to decide which company to join.
YOE is 13
CBA is offering 5%more
Role : Manager Analytics

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This week still sucks

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Law students say they want to do cross border work because it sounds exciting and then in reality you do the same work but just end up on calls at 4am

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The correct regulation will protect viable businesses and unsophisticated investors, thus insulating crypto trading. More noobs will be drawn in once they realize regulation = protection.

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Hello Christian 🐟! Thought I'd wish everyone the merriest of Christmases as we remember Christ's first coming and look forward with hope to the next!

This Christmas I feel hopeful about my walk of faith. I've struggled for a long time with questions about God's goodness, if trusting and obeying will really make me happy, if I am truly Christian, and a whole host of other faith issues. But everything is slowly coming together now and I feel quite encouraged.

What is your Christmas story?

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Anyone could share with me a figure that show in a glance why my client should link KPI and media earned, to pay us? (and ultimately how much pourcentage he should pay us)

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When salary is credited in Nagarro.. on the last day of month or first day of next month

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Additional Posts in Corporate Transactional Law

Anyone here at Perkins Coie NY?

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Lien search help. I work at a regional firm, and only one paralegal is available. This paralegal started yesterday …. I essentially have to coordinate with the lien search rep to order lien searches. When an entity is incorporated in DE but the PPB is in a different state, what searches need to be conducted and where? Would we need bankruptcy and federal judgments and lawsuits in DE?

Is January generally a slow month for corporate?

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What are the tips you wish you knew as you transitioned from junior (mainly transaction management) to mid level?

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Hello all recently applied for a position at Boeing. Application states it’s under consideration. Is this a good thing? What’s the general turn around time for a decision. How hard is it to usually get on? Boeing

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I’ve recently been staffed on a deal with a partner (& one of the dept. chairs), a 1st year associate & summer associate (I’m class of 2018). I’m being given the opportunity to draft the main transaction documents, run diligence & for all intents and purposes serve as the senior associate. I generally feel as though I understand a transaction timeline & am appreciative of the opportunity/ challenge but any tips/ considerations/ things I may overlook would be appreciated.

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How is everyone holding up this Q4? I am beyond miserable.

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Any tips for pivoting into a corporate in-house department from litigation? I am not happy in my civil litigation role and have always wanted to be in an in-house setting instead focusing on transactional work. I can’t seem to break out of litigation without having many more years of experience (currently in my second year of practice for reference).

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I've done a few SEC filings in last couple of years. How do you include that on your deal sheet?

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My wife and I are considering relocating to a new city. I’ve been working with a recruiter who (I thought) gave me a good lay of the land. Which firms to meet with re lateral opportunities, which to avoid, etc. I’ve since spoken with a friend who has connections at other firms that could be a better fit. Do I bring in my recruiter or reach out through connections? Is using a recruiter beneficial to me, or am I better off on my own? How does their fee play in to what I could get as a package?

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Anyone currently happy in a private equity/M&A group in Boston? I’m a third-year at a V15 in another smaller market, and am planning to move there with my fiancé by year-end. Looking for a friendly group with WLB (including remote flexibility and a culture that encourages real time off on weekends and vacations). Full range of recommendations welcome (from big law to boutique or small firm).

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Hi everyone, 2nd year junior associate going on my 3rd year - working in big law . Got staffed on my first corporate financing deal and I’m completely new to this (usually do private M&A deals) . Super happy about this new opportunity but also kinda freaking out. Really want to make a good first impression and do good job on this deal? Any tips ? ☺️

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When should you include an 83(b) with a subscription agreement?

Is entity formation considered the practice of law? More specifically can an out of state lawyer in let's say michigan file and prepare a LLC for a pc in idk let's say Nevada?

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Doing some light DD for a client - has anyone worked with Castle Placement as a placement agent/broker dealer/underwriter? Are they legitimate?

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What do folks think of using Google Docs in lieu of Word?

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Curious to know people’s planning systems. I’m a paper planner at heart, but in this practice, there’s so many tasks and sub tasks for each client matter and each task may be in various points of completion (to do, waiting on, in process, etc.). I’ve toyed with excel sheets, word docs, paper planning, Trello, Notion, etc. and nothing seems to ‘stick.’ Thank you!

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Anyone work with partners who are obsessed with precedent documents? Like, if you draft something but it didn’t come from one of their precedent agreements, they’ll make you change it even if the provision works? Zero creativity, you just bolt together bits of old agreements until you have an overengineered frankendocument.

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Another classic from @nonequitypartner

Post Photo
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How does everyone network/find clients? I’m a third year associate in Fort Lauderdale working at a small firm doing M&A and general corporate work. I’m a people person and have no issue networking, but feel as though this never turns into any useful leads/clients. And tips or advice beyond the usual “join a networking group”? Thanks!

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