A Company Disclosure Letter is an essential document in Irish corporate transactions, typically used alongside a Share Purchase Agreement or Asset Purchase Agreement. It serves as the seller's formal mechanism to disclose exceptions and qualifications to the warranties given in the main agreement. The document is crucial in Irish M&A practice as it helps allocate risk between parties and can provide a defense against future warranty claims. The letter includes both general disclosures (matters of public record or generally available information) and specific disclosures (detailed exceptions to particular warranties), often with supporting documentation in schedules. It requires input from various stakeholders who have detailed knowledge of the target business and must be prepared with careful consideration of Irish corporate law requirements and disclosure obligations.
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1. Letter Header and Date: Formal letter heading including sender's and recipient's details and date
2. Reference to Main Agreement: Clear identification of the principal agreement to which the disclosure letter relates
3. Introduction and Purpose: Explanation of the letter's purpose and its relationship to the warranties in the main agreement
4. Basis of Disclosure: Statement of how disclosures are made and their effect on the warranties
5. General Disclosures: Matters generally available in public records or through specific sources that apply to all warranties
6. Specific Disclosures: Detailed disclosures organized to correspond with the warranties in the main agreement
7. Execution Block: Signature section for the parties
1. Definitions and Interpretation: Required if terms used in the disclosure letter differ from or add to those in the main agreement
2. Data Room Reference: Include when disclosures refer to a data room, specifying the organization and indexing of the data room
3. Supplemental Disclosures: Section for additional disclosures made between signing and completion, if permitted by the main agreement
4. Fair Disclosure Statement: Additional language about what constitutes 'fair disclosure', if not covered in the main agreement
5. Materiality Qualifications: Specific statements about materiality thresholds for disclosures, if not covered in the main agreement
1. Schedule 1 - General Disclosures: Detailed list of all general disclosures including public records and statutory filings
2. Schedule 2 - Specific Warranty Disclosures: Detailed disclosures organized by warranty number/reference from the main agreement
3. Schedule 3 - Data Room Index: Complete index of the data room contents if referenced in disclosures
4. Schedule 4 - Corporate Documents: Copies of relevant corporate documents referenced in the disclosures
5. Schedule 5 - Material Contracts: Copies or summaries of material contracts referenced in the disclosures
6. Schedule 6 - Property Information: Details of property-related disclosures including title documents and leases
7. Schedule 7 - Employee Information: Details of employment-related disclosures (with appropriate data protection measures)
8. Schedule 8 - Intellectual Property: Details of IP-related disclosures including registrations and licenses
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