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Adams on Contract Drafting

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Check out the following, which is the text of an entire section: See the highlighted sentence at the end? This is the first time, about 30 years into the game, that I’ve contemplated this way of creating a defined term. I’ve decided to call this technique a “reverse autonomous definition.” Allow me to demonstrate how it plays out. Here’s an ...


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I’ll now revisit something I last wrote about in 2013: double materiality in the bringdown condition. (I see the term “double materiality” thrown around in other contexts, so I think it’s best to be specific.) The Theory Here’s a statement of fact (in the language of the Ancient Ones, a “representation and warranty”) and the associated bringdown condition, neither qualified ....


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