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PLAYBOOK TEMPLATES
ISDA Master Agreement
An ISDA Master Agreement standardizes derivatives trading relationships, defining netting, collateral, and termination terms. This playbook assists counsel in managing counterparty risk and regulatory compliance under derivatives frameworks.
Covenants & Undertakings
Negotiation strategy
Ensure covenants are clearly defined with balanced thresholds and timeframes. Negotiate for flexibility in operational activities while maintaining key protections.
Focus on maintaining business continuity and protecting transaction value. Advocate for reasonable restrictions that do not hinder normal business operations.
Essential elements
1
Performance of Obligations
Fulfill all agreement requirements.
2
Maintenance of Business
Operate consistently with past practices.
3
Restriction on Dispositions
Limit asset transfers without consent.
Action framework
ACCEPT
Propose edits when thresholds or timeframes are unbalanced.
EDIT
Reject clauses that impose unreasonable restrictions.
ADD
Add language to cover missing protections or obligations.
PRO TIP
Always align covenants with strategic business goals to ensure they support rather than hinder operations.
Real-world examples
FAVORABLE
Affirmative Covenants Example
"Each party agrees to perform all obligations required under this Agreement and any related documents, ensuring that all necessary actions are taken to facilitate the closing and post-closing activities."
NEUTRAL
Operational Flexibility Example
"The covenants shall include reasonable thresholds and timeframes that allow each party to operate their business with flexibility while ensuring that key protections are in place."
UNFAVORABLE
Excessive Restrictions Example
"Neither party shall make any operational changes without the prior written consent of the other party, regardless of the impact on business efficiency."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, covenants should include additional safeguards to mitigate potential losses and ensure compliance with heightened regulatory standards.
Cross-Border Transactions
For cross-border deals, ensure covenants address jurisdictional differences and include provisions for international compliance.
Start-Up Acquisitions
In start-up acquisitions, focus on covenants that support growth and innovation while protecting the buyer's investment.
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