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Message: <blockquote data-quote="sahmadalattas" data-source="post: 129693" data-attributes="member: 14730">Why do you think Digion wants to buy Immersive?<ul> <li data-xf-list-type="ul">Digion has expanded across the UK, Canada and US over the past year, so this acquisition is a continuation of that growth in the German and wider European market.</li> <li data-xf-list-type="ul">Given Immersive's popularity amongst game developers, it aligns with and could help Digion achieve its strategic goal of making online game development more efficient, effective, and accessible for developers.</li> <li data-xf-list-type="ul">Leon Alexander and Maria May's experience with game server hosting can be leveraged to increase the capabilities of Digion's cloud technology in supporting large numbers of players within huge digital environments.</li> <li data-xf-list-type="ul">Some of the funding received from VC firms, may have been given on the basis that the money will be used for strategic or growth acquisitions.</li> </ul>How would you advise Elena handle the situation with Tristan?<ul> <li data-xf-list-type="ul">I would make his employment conditional on signing a contract that includes a non-solicitation clause, where a breach would result in a fine or termination and legal action depending on its severity.</li> </ul>What is the purpose of Clause 5 in Document 3?<ul> <li data-xf-list-type="ul">This is the Conditions Precedent that mitigates any risks that may materialise during the acquisition or post-acquisition. This allows Digion to back out of the deal under certain circumstances without facing the threat of legal liability from the Seller Party.</li> </ul>In Clause 7, note the phrase, 'The Seller’s liability under the warranties and indemnities shall be subject to limitations.' Suppose you were the lawyers acting for the Seller, what could you do to limit the Seller's liabilities? Why is this important?<ul> <li data-xf-list-type="ul">I would include both de minimus and de maximus clauses. The former restricts the ability of the buyer to bring a claim unless that claim is worth at least a minimum specified amount. The latter places a cap on the maximum amount that can be claimed for particular breaches of contract. </li> </ul>Why could it be important to Digion that 'the courts of England have exclusive jurisdiction to settle any dispute'?<ul> <li data-xf-list-type="ul">Reduces costs of having to hire external German counsel</li> <li data-xf-list-type="ul">The long history of commercial rulings by the English courts creates a high level of predictability and legal certainty with the outcome of legal disputes</li> <li data-xf-list-type="ul">English judgments are generally recognised and enforceable in other countries, so Digion will be better able to enforce rulings</li> </ul></blockquote>

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