Long before LVMH publicly announced any designs on acquiring Tiffany & Co., Arnault made the decision to build a Louis Vuitton factory in Texas, likely at least in part to win over the President of the United States in anticipation of smoothing the path for a future acquisition.
How to calculate purchase price in an M&A transaction. In this example we start with enterprise value and work towards purchase price.
A covenant is a promise to take an action (or refrain from taking an action) that must be true for the period of time described in the purchase agreement.
An indemnity is simply protection against loss. Indemnification protects a party from losses due to broken “promises” (i.e., breaches of representations and warranties or covenants), and requires that the breaching party make the other party whole for losses realized.