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Disclosure Letter Template
"I need a Disclosure Letter Template for a technology company sale in Dubai, scheduled for March 2025, with specific focus on intellectual property assets and software licensing disclosures."
1. Date and Parties: Identification of the seller making the disclosures and the buyer receiving them, including full legal names and addresses
2. Introduction: Reference to the principal agreement (typically SPA) and explanation of the letter's purpose
3. Definitions and Interpretation: Key terms used in the letter, incorporating definitions from the principal agreement where relevant
4. General Disclosures: Standard disclosures that apply to all warranties, including matters of public record and information in public registries
5. Specific Disclosures: Detailed disclosures organized by reference to specific warranties in the principal agreement
6. Basis of Disclosure: Statements about the nature and extent of the disclosures, including any limitations or qualifications
7. Effect of Disclosure: Clear statement of how the disclosures modify or qualify the warranties in the principal agreement
8. Execution Block: Signature sections for all parties, with UAE requirements for authorized signatories
1. Supplemental Disclosures: Section for additional disclosures made after the initial disclosure letter but before completion, used when there's a gap between signing and completion
2. Fair Disclosure Statement: Additional language about what constitutes fair disclosure under UAE law, used in more complex transactions
3. Data Room Reference: Section referencing a data room and its contents as disclosures, used when there's a virtual data room in the transaction
4. Warranty Limitations: Specific limitations on the warranties being disclosed against, used in high-value or complex transactions
5. Local Law Compliance: Specific section addressing UAE law requirements, used when the transaction involves regulated industries or government approvals
1. Schedule 1 - General Disclosures: Detailed list of general disclosures that apply to all warranties
2. Schedule 2 - Warranty-Specific Disclosures: Organized list of disclosures referenced to specific warranties in the principal agreement
3. Schedule 3 - Disclosed Documents: List of all documents provided to the buyer as part of the disclosure process
4. Schedule 4 - Data Room Index: Index of documents in the data room, if applicable
5. Appendix A - Supporting Documents: Copies of key documents referenced in the specific disclosures
6. Appendix B - Corporate Documents: Copies of relevant corporate documents referenced in the disclosures
Authors
Financial Services
Real Estate
Technology
Healthcare
Retail
Manufacturing
Energy
Transportation & Logistics
Hospitality
Construction
Professional Services
Media & Entertainment
Telecommunications
Education
Legal
Finance
Compliance
Corporate Secretariat
Mergers & Acquisitions
Risk Management
Business Development
Executive Leadership
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Secretary
Head of Mergers & Acquisitions
Finance Director
Compliance Officer
Due Diligence Manager
Transaction Manager
Legal Counsel
Corporate Lawyer
Investment Director
Business Development Director
Risk Manager
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