[The Credit Agreement] [The Loan] 1. Conditions Precedent to Funding 2. Drafting and Negotiating Conditions Precedent (Credit Agreement) The conditions precedent section of a credit agreement sets out the requirements that must be met before the credit agreement becomes effective and loans can be funded. One of the most fundamental tensions in a financing transaction is between the lender’s need to mitigate the risk that its loans will not be repaid and the borrower’s need for certainty that the lender will fund the loans as agreed. This tension plays out in the drafting and negotiation of the conditions precedent, where the borrower typically seeks to minimize the scope and number of conditions and the lender typically seeks to preserve its options not to fund if it discovers information that changes the risk profile of the transaction. Depending on how the loans are structured, the conditions precedent can take several different forms, but are generally drafted as one article of a credit agreement broken into two sections that respectively cover the condition for the initial closing and any subsequent borrowings. Alternatively, if only one borrowing is possible under a facility, only one conditions precedent section is needed (i.e. no revolving facility or future incremental availability). See Sample Provisions: Conditions Precedent to Credit Extensions (Credit Agreement) [ADD LINK] for an example of how these provisions operate in the context of a syndicated
I played Chris Rudolph in this case, and did well in this negotiation by not only focusing on the final price, but also on the extra agreement of letting Lama provided high quality work to our company. When we started the negotiation, I suggested us to divide the total price into two parts, the first one was Market Research fee, and the second one was the Lama-Lee’s charge. After some initial discussion, I realized the Market Research fee was hard to negotiate, so I planed to put most of my effort on Lama-Lee’s fee.
This paper presents my reflections on the Negotiations: Strategy and practice coursework in the MBA program at Said Business School, University of Oxford. My paper will present various reflections on different themes of negotiation simulation undertaken by me during the course. This course has allowed investigating and reflecting on key drivers of negotiation techniques for me. I have learned that transparency and coalition are the core tenet of negotiation for me. For the purpose of this reflective exercise, I will conduct a comparative analysis of the process, dynamics and outcomes based on the themes such as negotiation styles, bargaining zones, power, emotion, coalitions, value claiming vs value creation etc. for the below-mentioned simulations:
The Truth in Negotiations Act was passed on December 1, 1962 requiring government contractors to submit cost or pricing data if the procurement met specific requirements in order to establish that the offer is fair and reasonable. The history of The Truth in Negotiations Act will set the stage for its significance in the twenty-first century. Prior to World War II, the United States government conducted its bidding process for procurement in an open bid environment. What was required for a bid was a complete description of the requirement, two or more suppliers capable and willing to complete the requirement, a selection based on price competition and sufficient time to prepare a complete statement of the government’s needs and terms.
* Terms relating to the amount of damages that the parties might receive if things go wrong.
Negotiations are something that everyone experiences and does at some level. Even if informal, people negotiate and barter using what they have to offer to get what they want all of the time. However, there are times in life where the negotiations are much more serious and the stakes a lot higher. Whether official or unofficial, there are negotiation tactics and conditions that should be watched out for because they are a sign of potential problems.
I fully agree with your post. I like how you stated that despite even though each party may not get all the things they want and request however, being willing to compromise is what is important to good-faith bargaining. Essentially, good-faith bargaining commonly refers to the duty of the parties to meet and negotiate at reasonable times with willingness to reach an agreement on matters within the range of representation; however, neither party is required to cop out or agree to any proposal.
After review of the precedents, regulations, and laws stated above, Greene’s unlawful termination of Ms. Lawson is unwarranted. Additionally, Greene’s bringing forth the breach of confidentiality agreement is necessary due to Ms. Lawson’s release of the draft letter of Greene’s patent attorney to their competitor.
Griffey started expressing a desire to live closer to his relatives in his hometown of Cincinnati. Where his father and mother live, Ken and
Credit ratio requirement: The company covenants that it will not permit current assets at any time to be less than, for example, 150 percent of current liabilities.
In any negotiation, preparation is crucial; and having a set, outlined process to follow when preparing helps mitigate a potential oversight of any significant issues within the negotiation. Following a set process also helps one stay on task and in-line with what the important issues and factors are in a negotiation. In Bargaining for Advantage, G. Richard Shell provides a well-structured framework to follow in planning for a negotiation. For this reason, I used Shell’s negotiation preparation framework to plan for the negotiation between Rapid Printing Company (Rapid) and Scott Computers, Inc (Scott).
Last fall, my wife and I put our home up for sale. Our motivation was simple, with the money we would get from the sale of our home we could pay off all our debt and have plenty of money left over to invest, eventually saving enough to buy a bigger home. Emboldened by the allure of liquidity I listed our home for sale and waited for the offers. Indeed the offers did come in, in fact over the next few months we were in and out of escrow three times.
The Negotiation Checklist is a list that helps to prepare you for negotiation. The list consists of four parts: you (the negotiator), the other party (them), the situation or environment, and the relationship between the parties. According to Tripp, “The well prepared negotiator knows the playing field and the players, is seldom surprised, and can promptly capitalize on opportunities.”
Creditors, particularly banks, have long relied on the right of setoff as a self-help remedy in commercial transactions. Setoff, which is an equitable remedy, allows a creditor to offset a debt owing by such creditor to a debtor in a mutual obligation relationship. Setoff rights exist in state statutes and in common law, being recognized by all fifty states, however such rights are limited in certain respects. Thus, generally, parties to a credit agreement could seek to contractually agree for such a settlement of mutual obligations involving unrelated transactions that would occur through offsetting transactions outside of a court proceeding. Lenders will typically negotiate credit agreements to include applicable setoff provisions to clarify the right. In the particular context of a credit agreement, the right of setoff gives a lender greater ability to collect larger amounts from a borrower under a contract than
Negtiation is a strategic process of reconciling differences in interest and coming to a mutual resolution through cooperation that is percieved fair for both of involved parties (Fells 2012). The negotiation that was analysed in the “Enterprise Agreement Negotiation Report,” demonstrates that negotiation is not an easy process nor its orderly, since it is the activity and not the segment that determines the phase of a negotiation.
Negotiating is something that has been around since the beginning of mankind. We all start off negotiating as little kids, even for little things such as candy and toys. When we grow up, negotiating becomes sort of the norm. We negotiate consciously and subconsciously every single day. When you think about it, negotiation takes up most of our lives. We are always trying to see what we can get as a benefit without giving up much. It always comes down to the pie, how big is the pie and who can get the biggest slice. As we become adults with careers, there are ever some that become flat our ‘Negotiators’. This means that all they do for a living is negotiate. They are master negotiators and are praised for being so. When it comes to negotiation, persuasion is also within that talent. You have to be able to get what you want from people without them feeling like they are being taken advantage of and that they are also getting just as big a piece of the pie as you are getting, although in reality they are not.