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PLAYBOOK TEMPLATES
Sale and Contribution Agreement
A Sale and Contribution Agreement formalizes the transfer of assets or capital into a joint entity. This playbook analyzes valuation methods, assumption of liabilities, and closing deliverables.
Representations & Warranties
Negotiation strategy
Ensure all representations are accurate and include survival periods that align with industry standards. Negotiate for materiality qualifiers that protect your interests without undermining the accuracy of disclosures.
Disclose all material facts accurately to avoid future liabilities. Negotiate survival periods that are reasonable and ensure materiality qualifiers are included to limit liability.
Essential elements
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Survival Periods
Duration representations remain enforceable.
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Materiality Qualifiers
Limits liability based on significance.
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Disclosure Obligations
Extent of required factual disclosures.
Action framework
ACCEPT
Propose edits if survival periods are too short or materiality qualifiers are missing.
EDIT
Reject if representations are inaccurate or lack essential disclosures.
ADD
Add clauses if survival periods or materiality qualifiers are absent.
PRO TIP
Always verify the accuracy of representations and ensure they are backed by appropriate documentation.
Real-world examples
FAVORABLE
Comprehensive Representations
"The Seller represents and warrants that all financial statements are accurate and complete in all material respects."
NEUTRAL
Standard Representations
"The Company represents that it is in compliance with applicable laws."
UNFAVORABLE
Inadequate Representations
"The Seller represents that to the best of its knowledge, there are no undisclosed liabilities."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, ensure representations are more detailed and survival periods are extended to cover potential liabilities.
Cross-Border Deals
Consider additional representations related to compliance with international laws and regulations.
Tech Company Acquisitions
Focus on representations related to intellectual property and data privacy compliance.
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WEEK 1
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WEEK 2
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WEEK 3
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Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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