The last four ABA studies examined whether the notified agreements provided the following information: (1) disclosure plan updates were authorized or necessary; (2) that such updates are prohibited; or (3) kept silent on the subject. Other relevant factors As mentioned above, the statements of sellers in disclosure plans can generally be characterized as positive allegations – contract statements or other items that are given in the affirmative in the corresponding submission – or negative data – Exceptions to positive statements in the relevant representations offer. This distinction can be important because buyers may be better able to update calendar updates for positive rather than negative data. “Negative” data. These are “contrary” indications or as exceptions or qualifiers for the seller`s insurance and guarantees. For example, a sales contract may contain the seller`s assurance that the transaction has complied with all applicable laws, unless it is stipulated in the disclosure plans. Lists and exceptions are the two categories in which information can be provided in a publication schedule. Because ill-prepared disclosure plans have the potential for significant liability, it is important that they be carefully and carefully developed. Last-minute disclosure plans are likely incomplete or insufficient, resulting in problems with finding or injecting unnecessary risks into the transaction. Understanding the differences between the two types of disclosure plans is necessary, as buyers are often more open to information plans for updates that are affirmative than negative data. The buyer cannot terminate the sales contract due to an update. The closing conditions. Most sales contracts require, as a precondition for the buyer`s obligation to close the transaction, that the seller`s insurance and guarantees remain true and correct from the conclusion (or are materially true and correct).

If the seller is allowed to unilaterally update the disclosure plans and thus “modify” his insurance and guarantees, this closing condition could be of lesser value to the buyer.