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Disclosure letter - DLMAC

DLMAC
Module

Legal Practice (PgDip)

371 Documents
Students shared 371 documents in this course
Academic year: 2018/2019
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Cardiff University

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DISCLOSURE LETTER

To: Wolfe Textiles Limited Unit 3 Cwmbran Industrial Estate, Carlton Avenue, Cwmbran, Gwent.

Dear Sirs

Sale of the entire issued share capital of ELEGY CLOTHING LIMITED (“the Company”)

1 Interpretation

We refer to the agreement (“the Agreement”) to be entered into today between (1) ourselves (“the Sellers”) and (2) Wolfe Textiles Limited (“the Buyer”) for the sale and purchase of the entire issued share capital of the Company.

This letter is the Disclosure Letter referred to in the Agreement and constitutes formal disclosure to the Buyer for the purposes of the Agreement of facts and circumstances which are or may be inconsistent with the Warranties or which otherwise give or may give rise to a Warranty Claim. Such facts and circumstances will be deemed to qualify the Warranties accordingly.

Terms used in this letter shall (unless the context otherwise requires) have the meanings given to them in the Agreement.

Each item disclosed (or deemed disclosed) in this Disclosure Letter shall be deemed to be a disclosure in respect of all the Warranties notwithstanding that an item disclosed may be disclosed by reference to a particular paragraph or sub-paragraph of the Warranties. The disclosure of any matter or document shall not imply any representation, warranty or undertaking not expressly given in the Agreement nor shall such disclosures be taken as extending the scope of any of the Warranties.

2 General disclosures

This Disclosure Letter shall be deemed to include and there are incorporated into it by reference as having been generally disclosed the following matters:

2 all written materials supplied by the Sellers or on their behalf to the Buyer or its professional advisers prior to Completion including, without limitation, all matters disclosed in correspondence between the Sellers’ Solicitors and the Buyer’s Solicitors and in replies to preliminary or other enquiries given by the Sellers’ Solicitors to the Buyer’s Solicitors and all accompanying papers and documents. [These matters are deemed to have been disclosed without reference being made to the date or content of any of such written materials];

2 all matters which would be revealed by an online search of the full file of the Company at Companies House as at today’s date whether or not such search has been made;

2 all and any matters apparent from the accounts of the Company for the years ended 31.08, 31,08 and 31.08 and from the Accounts (copies of which are attached at Disclosure Document [1]) together with the notes and the directors' and auditors’ reports relating to them; (all and any matters apparent from the management accounts of the Company...)

2 all matters relating to the Properties contained or referred to in the relevant deeds and documents or which would be revealed by a search in relation to the Properties as at [ specify date ] of:

2.4 the Land Registry; 2.4 the Land Charges Registry; 2.4 the Register of Town and Village Greens; 2.4 the Register of Common Land; 2.4 British Coal; 2.4 the Local Land Charges Registry; and 2.4 the relevant local authority;

and from any other searches and enquiries which a prudent buyer would make of any competent authority whether or not such searches have been made;

2 having regard to the facilities afforded to the Buyer and its duly authorised agents to inspect the structure, state of repair and condition of the Properties, whether or not the Buyer or its agents have made such inspection, all and any matters which would be apparent from such an inspection;

2 having regard to the facilities afforded to the Buyer and its duly authorised agents to inspect the plant and machinery, vehicles, office equipment and other tangible assets in the possession of or under the control of the Company, whether or not the Buyer or its agents have made such inspection, all and any matters which would or should be disclosed as a result of such an inspection;

2 all matters which would be apparent from an inspection of the statutory books and registers of the Company (including the minute books), all of which have been made available to the Buyer;

2 all matters which would be revealed by a search as at [ specify date] of the registers and documents maintained by the UK Intellectual Property Office or by any other relevant registry in relation to the Intellectual Property Rights of the Company;

[2 all facts and matters contained or referred to in the accountants’ report relating to the Company in respect of the transactions contemplated by the Agreement prepared by R S Benjamin and Co;]

[2 all facts and matters contained or referred to in the certificate of title relating to the Properties prepared by the Sellers’ Solicitors;]

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Disclosure letter - DLMAC

Module: Legal Practice (PgDip)

371 Documents
Students shared 371 documents in this course

University: Cardiff University

Was this document helpful?
DISCLOSURE LETTER
To:
Wolfe Textiles Limited
Unit 3 Cwmbran Industrial Estate,
Carlton Avenue,
Cwmbran,
Gwent.
Dear Sirs
Sale of the entire issued share capital of ELEGY CLOTHING LIMITED (“the
Company”)
1 Interpretation
We refer to the agreement (“the Agreement”) to be entered into today between (1)
ourselves (“the Sellers”) and (2) Wolfe Textiles Limited (“the Buyer”) for the sale and
purchase of the entire issued share capital of the Company.
This letter is the Disclosure Letter referred to in the Agreement and constitutes formal
disclosure to the Buyer for the purposes of the Agreement of facts and circumstances
which are or may be inconsistent with the Warranties or which otherwise give or may give
rise to a Warranty Claim. Such facts and circumstances will be deemed to qualify the
Warranties accordingly.
Terms used in this letter shall (unless the context otherwise requires) have the meanings
given to them in the Agreement.
Each item disclosed (or deemed disclosed) in this Disclosure Letter shall be deemed to be
a disclosure in respect of all the Warranties notwithstanding that an item disclosed may be
disclosed by reference to a particular paragraph or sub-paragraph of the Warranties. The
disclosure of any matter or document shall not imply any representation, warranty or
undertaking not expressly given in the Agreement nor shall such disclosures be taken as
extending the scope of any of the Warranties.
2 General disclosures
This Disclosure Letter shall be deemed to include and there are incorporated into it by
reference as having been generally disclosed the following matters:
2.1 all written materials supplied by the Sellers or on their behalf to the Buyer or its
professional advisers prior to Completion including, without limitation, all matters
disclosed in correspondence between the Sellers’ Solicitors and the Buyer’s
Solicitors and in replies to preliminary or other enquiries given by the Sellers’
Solicitors to the Buyer’s Solicitors and all accompanying papers and documents.
[These matters are deemed to have been disclosed without reference being made
to the date or content of any of such written materials];

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