Covenants
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Is a noncompete common?

Frequency/market practice: Fairly common.

Is it common to use waterfall or blue pencil methods to interpret contractual provisions?
Frequency/market practice: Waterfall provisions are rarely used.
Are nonsolicitation provisions (of employees) common?

Frequency/market practice: Fairly common (in conjunction with a non-compete). Common if sellers are exiting completely.

Are nonsolicitation provisions (of customers) common?

Frequency/market practice: Fairly common (in conjunction with a non-compete) Common if sellers are exiting completely.

Are seller restrictions usually imposed on the target business between signing the purchase agreement and closing?

Frequency/market practice: Fairly common, usually set out as a scheduled list of restrictions on seller preventing the target from actions adversely affecting the value of the target or having material effect on the target's business, and requiring the target to continue in the "ordinary course of business" pending completion and giving the buyer veto rights (subject to both applicable competition law and carve-outs).

Is there broad access to books, records and management between signing and closing?

Frequency/market practice: Fairly common; this should generally be requested for private deals subject to common competition law compliance issues around potential "gun-jumping", such as the sharing of confidential information prior to completion of the transaction.

Is it common to update warranty disclosure or notify of possible breach?

Frequency/market practice: Rarely, unless there is a significant gap (six months or more) between signing and closing, although limited to matters that have arisen since signing of the purchase agreement. Notification of breach is fairly common. In the case of a material breach, buyer typically negotiates for a right to terminate in the purchase agreement.