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#The innkeepers daughter toy mac#
Buyers simply skipped the MAC invocation and paid the reverse termination fee. And they wanted cover to preserve their reputations that they did not walk out on deals.Īs the financial crisis continued, the reputation factor became less important. In the Acxiom and Harmon acquisitions, the private equity buyers asserted MACs as cover to leave the acquisitions, paying only the maximum of the reverse terminationįee. This was instead of the maximum liability of actually having to buy the company. A private equity buyer could thus assert a MAC clause, safe in knowing that its maximum liability was Termination fee, which capped their liability to the target at about a maximum of 3 percent of the deal price. The reason was that private equity acquisitions at the time typically had a liability cap, called a reverse The MAC clause was a particularly potent tool during the financial crisis in the hands of a private equity firm. Thus, a MAC invocation is really a renegotiation tool for a lower price. Want to lose the litigation and be stuck buying the company at the original price. This same dynamic also pushes a buyer to settle after invoking a MAC. Second, the seller and its shareholdersĪre typically happy to take the lower premium than risk litigation and an adverse decision resulting in no deal at all. First, the seller does not want to litigate and argue in court how badly the MAC clause termination stinks. In such a case, the seller usually settles at a lower price for two reasons. Cerberus Ends $1.1 Billion Deal With Innkeepers.Price of an acquisition by taking advantage of either changed market conditions or adverse events affecting the target company. A buyer can invoke a MAC clause to try to drive down the The reason is the way a MAC clause works. These MAC assertions were really part of the negotiation dynamic among the parties as the financial crisis took hold. Or renegotiating their deals, with many coming to litigation over the matter. In large part, these acquirers succeeded in terminating The buyers asserted MAC clauses to justify not completing their deals because of adverse events. Huntsman, HD Supply, SLM and Accredited Home Lenders, among others. A MAC clause is a means for the parties to contractually allocate who will bear the risk of adverse events during this time.ĭuring the financial crisis, MAC clauses were invoked in deals to acquire Genesco, When a company agrees to be acquired, there is almost always a period from the execution of originalĪcquisition agreement to its completion. A deal-breaking move like this makes it feel like we are back in the financial crisis,Ī material adverse change clause, known as the MAC clause, is a way that parties allocate risk in an acquisition. When the situation gets tense and it is clear that a brawl is imminent, the girl and the other locals leave the inn.The private equity firm Cerberus Capital Management and its partner, the Chatham Lodging Trust, say they have terminated their $1.1 billion acquisition of 64 hotels from Innkeepers USA Trust, arguing that a material adverse change has occurred. Polliver shoves her away and stands to talk with the Hound.
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Polliver sits with a girl in his lap, but she does not resist, no one else touches her and there is no mention that she is related to the innkeeper.
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When Arya and the Hound enter the Inn at the Crossroads, they encounter Polliver, the Tickler and a squire. The men find this hilarious, which angers Arya and influences her to name Chiswyck as the first to be killed by Jaqen H'ghar. Chiswyck estimates her to have been eighteen at the time of the rape, but Rafford corrects him by stating that she was only thirteen. When the girl's brother tried to intervene, he was killed by Rafford. Layna resisted but she had no chance against the Mountain and his men.
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He recalls that after the Tourney of the Hand, the Mountain and his men gang raped Layna, the daughter of the keeper of an inn on the Goldroad. This girl's story is more similar to a story Arya hears Chiswyck, one of the Mountain's men, telling at Harrenhal. In the A Song of Ice and Fire novels, there is no direct parallel to this character. She escapes upstairs when the fighting breaks out between the Hound and the Lannister soldiers. Polliver tells him to shut up and pour them more ale, or they may take her with them when they are done with her. When Arya and the Hound arrive at an inn, the innkeeper is begging Polliver to stop his men from raping his daughter.