Disclosure Schedules (M&A)

# Disclosure Schedules **Date:** ___________ **Seller / Company:** ___________ **Buyer:** ___________ **Purchase agreement (title and date):** ___________ These Disclosure Schedules are delivered by Seller pursuant to the purchase agreement identified above (the "Agreement"). Capitalised terms used and not defined here have the meanings given in the Agreement. ## 1. Purpose and Effect Matters disclosed in these Schedules qualify the representations and warranties given by Seller in the Agreement. Nothing disclosed here is an admission that the matter is material, that it breaches any contract or law, or that it is required to be disclosed by anything other than the Agreement. The inclusion of a matter does not establish any standard of materiality for any purpose. ## 2. Cross-Referencing Rule **Cross-referencing standard:** ___________ Headings and section numbers below correspond to the numbering of the representations and warranties in the Agreement. ## 3. Schedule of Organisation and Capitalisation **Exceptions, or state that there are none:** ___________ ## 4. Schedule of Financial Statements and Undisclosed Liabilities **Exceptions, or state that there are none:** ___________ ## 5. Schedule of Absence of Changes **Exceptions, or state that there are none:** ___________ ## 6. Schedule of Material Contracts **Material contracts and any exceptions:** ___________