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ARTICLE l Disclaimers of Extra-Contractual Fraud Claims in M&A Transactions Under Delaware Law

By: Robert J. Cambridge and Nicholas P. McElhinny


Purchase agreements, whether in the form of asset, stock, merger, or other similar agreements (each generically referred to as an “Agreement”) are typically heavily negotiated documents derived from many hours of discussions, diligence, and negotiation among sophisticated parties and their advisors.

One of the key features of this process, and of any Agreement, is ensuring the transfer of all relevant knowledge about the assets, liabilities, and operations of the business from the selling parties (“Seller”) to the buying parties (“Buyer”).

Read the complete article here.

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