The seller often will represent that there has been no material adverse change in the operations or financial condition of the business since the date of the most recent financial statements or some other cutoff date. In addition, lack of any material adverse change will often be a condition of closing. A typical provision in an acquisition agreement will limit the seller’s right to conduct the business between contract signing and closing other than in accordance with past practice and in the ordinary course of business and will prohibit the seller from making any material change in the business, making any major purchases or investments, incurring any significant obligations or liabilities, or changing compensation or other employee benefits without the consent of the buyer.