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Disclosure Letter
"I need a Disclosure Letter under Austrian law for a technology company sale, with particular focus on IP rights and data protection disclosures, to accompany a Share Purchase Agreement scheduled for closing in March 2025."
1. Date and Addressee Details: Formal letter heading including date and full details of the addressee (typically the buyer)
2. Reference to Main Agreement: Clear identification of the main agreement (e.g., SPA) to which the disclosure letter relates, including its date and parties
3. Purpose and Effect: Statement explaining the purpose of the letter and its effect on the warranties in the main agreement
4. General Disclosures: Standard disclosures that apply to multiple warranties, including publicly available information and matters disclosed in due diligence
5. Interpretation and Definitions: Key terms used in the letter and how information should be interpreted
6. Signing Block: Formal closing of letter with signature blocks for authorized representatives
1. Fair Disclosure Statement: Optional section stating that disclosures are considered fairly disclosed - include when specifically negotiated with the buyer
2. Supplemental Disclosures: Section for additional disclosures made after signing but before closing - include in transactions with a split signing and closing
3. Buyer Acknowledgment: Section for buyer to countersign acknowledging receipt - include when formal acknowledgment is required
4. Time Limitations: Section specifying any time limitations on disclosures - include when relevant to specific warranties or time-sensitive information
1. Schedule 1 - General Disclosures: Detailed list of general disclosures that apply across multiple warranties
2. Schedule 2 - Specific Warranty Disclosures: Organized list of specific disclosures against individual warranties, typically following the warranty numbering in the main agreement
3. Schedule 3 - Data Room Index: Index of all documents in the data room that are deemed to be disclosed
4. Schedule 4 - Disclosed Documents: Copies or list of key documents specifically disclosed outside the data room
5. Appendix A - Supporting Documents: Copies of specific documents referenced in the disclosures that are crucial for understanding the exceptions
6. Appendix B - Disclosure Bundle: Complete set of documents specifically referenced in the disclosure letter
Authors
Legal Services
Banking & Finance
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Professional Services
Telecommunications
Construction
Agriculture
Mining
Hospitality
Legal
Corporate Development
Mergers & Acquisitions
Finance
Compliance
Risk Management
Executive Leadership
Corporate Secretariat
Due Diligence
Business Development
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Chief Legal Officer
Legal Counsel
Company Secretary
Chief Executive Officer
Chief Financial Officer
Director of Corporate Development
Risk Manager
Compliance Officer
Transaction Manager
Due Diligence Manager
Corporate Development Director
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