Disclosure letter—private M&A—asset purchase


Published by a ³ÉÈËÓ°Òô Corporate expert
Precedents

Disclosure letter—private M&A—asset purchase


Published by a ³ÉÈËÓ°Òô Corporate expert

Precedents
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[TO BE PRINTED ON THE Headed notepaper of the seller]

For the attention of [insert buyer contact name]

[insert buyer name]

[insert buyer address]

[insert day and month] 20[insert year]

Dear [insert buyer contact name],

Sale of the business of [insert description of the target business] operated by [insert seller(s) name] (the Business)

We refer to the sale and purchase of the Business pursuant to an agreement (the Agreement) to be entered into today, between [insert seller(s) name] (the Seller[s] and [insert buyer name] (the Buyer). Words and expressions which are defined in the Agreement shall have the same meanings in this letter, unless the context requires otherwise.

This letter, together with all the information in schedule 1 (Schedule 1), and the information in the documents deemed annexed to it or actually annexed to it as listed in schedule 2 (Schedule 2) (two copies of which have been initialled for the purposes of identification on behalf of the Parties (the Disclosure Bundle)), constitutes the disclosure letter referred to in the Agreement (the Disclosure Letter). In it we formally disclose to the Buyer

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Jurisdiction(s):
United Kingdom
Key definition:
Disclosure letter definition
What does Disclosure letter mean?

A letter written by the seller (or sometimes the seller’s solicitors) to the buyer which sets out the disclosures. The draft disclosure letter will be continually updated throughout the transaction but will ultimately be finalised and dated at exchange. The seller may be permitted to make further disclosures at completion if there is a gap between exchange and completion and the SPA/APA states that the warranties are deemed to be repeated at completion.

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