By
Lisa A. Lori
and Esq.
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- Capitalization
- Authority of the parties to enter into the deal
- Material contracts
- Intellectual property of the seller/target
- Tax matters (e.g., that the selling company has paid all taxes to date)
- Financial statements
- Compliance with all revenant laws.
Counsel for the seller and acquirer must carefully review these representations and warranties as breaches thereof become subjects of post-acquisition lawsuits and/or can trigger indemnification claims from the acquirer. Disclosure schedules (listing exceptions to the representations and warranties in the contract) are relied on by the alleged breaching party to show that the alleged breach was in fact disclosed to the party alleging the breach. Therefore, these schedules should contain detailed information of exceptions to the representations and warranties.
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Lisa A. Lori
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