This document is a clause which can be used in a business sale agreement

In a business sale agreement, it is important to include information that was disclosed by the vendor to the purchaser as part of the transaction, and on which the purchaser relied when entering into the agreement.  This information is in addition to any warranties provided by the vendor.

This document schedule provides examples of the type of information that would be disclosed by the vendor to the purchaser as part of a business sale transaction. These are examples only. Disclosure material schedules need to be customised to incorporate all the information or material actually disclosed to the purchaser by the vendor in any particular transaction.

Using this document

This precedent clause can be used in a sale of business agreement. It can also be inserted into the “Disclosure” schedule of the separate documents “Business sale agreement – sale of assets (short form)” and “Business sale agreement – sale of shares (short form)”.

When inserting this optional clause into an agreement, care must be taken to ensure that the agreement remains consistent. Cross-references, definitions and schedules should all be checked.

This document has been authored for LexisNexis by Elise Margow, Principal, Legally Speaking.

This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.