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What Happens When the Reps are no Longer True at Closing?

April 05, 2022 (1 min read)

When the parties executed the transaction agreement and shook hands, the parties set a course for closing. But things happen and the seller’s representations and warranties that were true at signing may not be true and correct as of the closing. This could give rise to the buyer’s right to terminate the transaction. Avoid this predicament on the sell-side by negotiating for the ability to update the disclosure schedules prior to closing. Check out this annotated clause for practical guidance on updating disclosure schedules.  


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