This clause, known as interim covenants, contains covenants made by the target company regarding the operation of its business in the period between the signing of the acquisition agreement and closing. This clause contains practical guidance and drafting notes. This clause may be used in any type of acquisition agreement where the closing of the transaction will take place on a date after the signing of the agreement. The buyer will want to include these covenants to ensure that the target company has not materially changed its business or business practices during the interim period. As a general matter, the buyer will negotiate for more restrictions and lower dollar value thresholds in these covenants, and the seller will want fewer restrictions and higher dollar value thresholds. It is also worth noting that a seller would likely subject a buyer to similar restrictions during the interim period if the acquisition includes stock or other equity consideration. In negotiating these ...