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1. Letter Details: Date, sender/recipient details, and reference to the main agreement
2. Introduction: Purpose of the letter and reference to the main transaction
3. General Disclosures: Standard disclosures that apply to all warranties, including matters of public record and information in specified data rooms
4. Specific Disclosures: Detailed disclosures organized by reference to specific warranties in the main agreement
5. Basis of Disclosure: Statement of the basis on which disclosures are made and their effect on the warranties
6. Confirmation: Confirmation of accuracy and completeness of disclosures
7. Execution: Signature blocks and execution formalities
1. Supplemental Disclosures: Additional section for disclosures made after the initial disclosure letter but before completion of the transaction
2. Fair Disclosure Statement: Optional detailed statement about what constitutes 'fair disclosure' - particularly useful in complex transactions
3. Materiality Statements: Optional section defining materiality thresholds for disclosures
4. Data Room Reference: Detailed section referring to a data room index when extensive due diligence materials are provided separately
1. Schedule 1 - Warranty Reference Table: Cross-reference table matching disclosures to specific warranties in the main agreement
2. Schedule 2 - Data Room Index: Index of all documents in the data room that form part of the disclosure
3. Schedule 3 - Specific Disclosure Documents: Copies of key documents referenced in the specific disclosures
4. Schedule 4 - Group Structure Chart: Corporate structure chart showing relevant group companies (if applicable)
5. Appendix A - Defined Terms: Definitions used in the disclosure letter that aren't already defined in the main agreement
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Professional Services
Consumer Goods
Media and Entertainment
Education
Construction
Mining and Resources
Legal
Finance
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Corporate Secretariat
Executive Management
Board of Directors
Internal Audit
Operations
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Head of Mergers & Acquisitions
Finance Director
Compliance Officer
Risk Manager
Due Diligence Officer
Transaction Manager
Corporate Development Director
Investment Director
Managing Director
Board Director
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