Disclosure letter—private M&A—share purchase

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Disclosure letter—private M&A—share purchase
  • Schedule 1
  • Schedule 2

Disclosure letter—private M&A—share purchase

[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 [entire issued OR substantial part of the] share capital of [insert company name][Limited] (the Company)

We refer to the sale and purchase of the entire issued share capital of the Company pursuant to an agreement (the Agreement) to be entered into today, between [insert seller(s) name(s)] (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 information, facts and circumstances which are inconsistent with, and are therefore deemed to accordingly qualify, the Warranties [or which could otherwise give rise to claims being made by the Buyer under the Agreement[ and the Tax Covenant]]. Our liability in

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