| Commentary

135.1 Purpose of disclosure letter

| Commentary

135 Disclosure letter

135.1 Purpose of disclosure letter

The disclosure letter1 fulfils two distinct purposes in the share sale process. Its principal purpose is to restrict the buyer’s ability to bring a claim under those warranties, to the extent that the subject matter of such claim has been disclosed. To achieve this, the share purchase agreement should specifically state that the sellers are not to be liable to the extent that the matter or matters giving rise to a claim are disclosed in the disclosure letter2.

The second purpose of the disclosure letter is to provide a useful vehicle for assembling all

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