What is a disclosure schedule?
A disclosure schedule is the document — called a disclosure letter in some jurisdictions — in which the seller lists the specific exceptions to the representations and warranties it makes in the purchase agreement. A rep states a clean position; the schedule is where the seller carves out where reality differs. The two are read together to know what the seller has actually promised.
Its function is both protective and informational. By disclosing a fact against a rep, the seller qualifies that rep — so the buyer cannot later claim a breach for something it was told. At the same time, the schedule is one of the most candid documents in a deal: it is where the seller has to put on paper the litigation, the contract exceptions, the related-party arrangements, and the other facts the clean reps would otherwise contradict.
Because disclosure shifts known risk to the buyer, what goes on the schedule — and how it is worded — is negotiated as carefully as the reps themselves.
How the disclosure schedule works
The schedule is organized to track the representations it qualifies.
- Mapped to the reps. Each section of the schedule corresponds to a specific representation, listing the exceptions to that rep.
- Disclosed facts qualify the rep. A matter properly disclosed against a rep cannot be the basis for a later breach claim — the buyer was told.
- Negotiated for completeness and wording. The seller wants to disclose broadly to be protected; the buyer wants disclosures specific enough to actually understand the risk.
- Finalized at signing. The schedule is delivered with the agreement and, where there is a gap to closing, sometimes updated — itself a negotiated right.