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PLAYBOOK TEMPLATES
Investment Subscription Agreement
An Investment Subscription Agreement sets the terms for an investor‚ purchase of securities in a company or fund. This playbook addresses representations, closing conditions, and investor rights under applicable securities laws.
Representations & Warranties
Negotiation strategy
Ensure that all representations are materiality-qualified and supported by a comprehensive disclosure schedule. Negotiate a cap on remedies to limit potential liability.
Disclose all essential items and ensure that representations are limited to material aspects. Aim to include a cap on remedies to protect against excessive liability.
Essential elements
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Materiality Qualification
Limits reps to material facts.
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Disclosure Schedule
Lists exceptions and qualifications.
3
Cap on Remedies
Limits liability for breaches.
Action framework
ACCEPT
Propose edits if materiality qualifiers or disclosure schedules are missing.
EDIT
Reject if the clause imposes unlimited liability without a cap.
ADD
Add language to include a disclosure schedule and cap on remedies.
PRO TIP
Always ensure that the disclosure schedule is updated and comprehensive to avoid future disputes.
Real-world examples
FAVORABLE
Materiality-Qualified Representations
"Each party represents and warrants that all statements made herein are true and correct in all material respects as of the date hereof and as of the closing date, except as otherwise disclosed in the disclosure schedule attached hereto."
NEUTRAL
Basic Disclosure Schedule
"The representations and warranties set forth in this Agreement are subject to the exceptions and qualifications set forth in the disclosure schedule delivered by each party to the other concurrently with the execution of this Agreement."
UNFAVORABLE
Unlimited Liability Clause
"Each party represents and warrants that all statements made herein are true and correct without any materiality qualification or cap on remedies."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, ensure that representations are heavily qualified and supported by a detailed disclosure schedule to mitigate potential liabilities.
Cross-Border Deals
For cross-border deals, consider additional representations related to compliance with international laws and regulations, and ensure the disclosure schedule reflects these complexities.
Start-Up Acquisitions
In start-up acquisitions, focus on representations related to intellectual property and financial statements, ensuring these are clearly disclosed and qualified.
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WEEK 3
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WEEK 4
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