11. Will This Deal Close?

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.Two weeks from the outside date, a 28% revenue drop can turn a signed SPA into trench warfare. This episode stages a live buyer-seller showdown over whether a $300 million private deal still has to close after customer losses, a new regulatory investigation, a CFO resignation, and a nervous lender. The discussion works through why MAE is a risk-allocation concept rather than shorthand for business disappointment, how Akorn and durational significance shape the analysis, and why bringdown wording, officer certificates, and ordinary-course compliance can matter more than headline deterioration. It also covers specific performance under IBP v. Tyson, reverse termination fees, financing failure, and the leverage created by waiver, cure, and outside-date mechanics.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.