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Email The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider contractual interpretation issues on a motion to dismiss when it finds the contractual terms to be clear and unambiguous. In Essendant, the Court denied the defendant’s motion to dismiss and found that: (i) Genuine Parts Company (“GPC”) adequately pled that the termination fee in the merger agreement was not the exclusive remedy for termination or a breach of the agreement; (ii) GPC did not waive its breach of contract claim by accepting the termination fee; and (iii) GPC pled sufficient facts to support a reasonably conceivable claim that the exclusivity provision in the merger agreement between the parties was a material term of the agreement which could be the basis for a breach of contract claim. https://www.cadwalader.com/resources/clients-friends-memos/the-delaware-court-of-chancery-enforces-clear-and-unambiguous-terms-of-merger-agreement-in-finding-termination-fee-provision-did-not-afford-exclusive-remedy-for-termination