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Disclosure Schedules review

Schedules qualifying representations and warranties in a private-target M&A agreement.

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What it checks

Disclosure-schedule introduction / general notes

Disclosure schedules should have an introduction reciting which reps they qualify and the scope rules (cross-section qualification, immateriality).

Critical · MNA-039

Schedules disclose by mere reference to a data-room folder

Mere reference to a data-room folder generally does not constitute disclosure; a buyer may rely on the representations despite diligence access (Cobalt Operating v. James Crystal Enterprises).

Warning · MNA-040

Cross-section qualification convention stated

Schedules should state whether disclosure in one section qualifies other sections where reasonably apparent.

Warning · MNA-041

Materiality / dollar-threshold-conformity disclaimer

Schedules should disclaim that listing of items above a stated threshold implies materiality.

Warning · MNA-042

Section-numbered references to SPA reps

Disclosure schedules should be organized by SPA representation section number.

Critical · MNA-043

Update / supplement mechanic

SPA / schedules should address whether (and how) schedules may be updated between signing and closing.

Warning · MNA-044

Confidentiality of disclosure schedules

Disclosure schedules should be designated as confidential.

Warning · MNA-045

Every run also applies 114 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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