* In merger and acquisition agreements, a provision allowing parties to unilaterally terminate a deal if there are significant, unforeseen developments prior to closing that affect the value of the business.
* A legal loophole often demanded by buyers to afford an opportunity to back out of a deal or demand one final reduction in price. See buyer's remorse.
* A phrase usually narrowly interpreted by the courts to exclude broad industry developments not specific to the company or assets being purchased, or relatively minor developments with a transitory impact on sales or profits.
* A provision contained in Capital One Financial's agreement to purchase the New Orleans bank Hibernia Corp. for $5.5 billion.
* How Capital One Financial viewed the impact of Hurricane Katrina on Hibernia, which suffered damage to its headquarters and dozens of branches along the Gulf Coast. Hibernia is heavily reliant on depositors who have lost their jobs and have been forced to evacuate the region, and it holds a sizable portfolio of commercial loans secured to businesses that may not be able to reopen for months, if ever.
* The reason Hibernia agreed to cut its purchase price by 9 percent, or about half a billion dollars.