Legal Due Diligence · glossary

Disclosure letter

The seller's letter, given at signing, listing the facts the buyer cannot later claim for under the warranties. Sellers ask for the whole data room to count as disclosed, while buyers want each fact disclosed against the warranty it affects. The diligence team reads the draft against its issue log. Chapter 4 · Chapter 12

Explained in Chapter 4, The Data Room and the Q&A, of Legal Due Diligence.

Also explained in Venture Deals.

How it comes up, in Chapter 4
The record matters most at signing. Alongside the warranties in the SPA, the seller gives a disclosure letter. It lists the known facts that the buyer cannot later claim for.
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