Delaware Business Litigation Report

Court Of Chancery Explains Post-Closing Notice Requirements

Impact Investments Colorado II LLC v. Impact Holding Inc., C.A. 4323-VCP (August 31, 2012)

Acquisition agreements often have provisions for post-closing adjustments to the purchase price. How to invoke the right to such an adjustment is set out in the agreement.  This decision deals with such a notice provision requiring "reasonable particularity" for the claimed adjustment.  While the Court reserved for trial the decision on whether that standard was met, the discussion of the notice provision is an excellent guideline on how to draft and interpret notice provisions.

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