SSS · SPA & Share Transfer Agreements

What does “to our knowledge” change in the representations?

It ties the warranty to a knowledge qualifier and changes the burden of proof; whose knowledge counts (the management list) must be defined. For the buyer, this softening is a point to resi…

Updated · July 20261 min readCategory · SPA & Share Transfer Agreements
Short answer

It ties the warranty to a knowledge qualifier and changes the burden of proof; whose knowledge counts (the management list) must be defined. For the buyer, this softening is a point to resist on critical representations.

It ties the warranty to a knowledge qualifier and changes the burden of proof; whose knowledge counts (the management list) must be defined. For the buyer, this softening is a point to resist on critical representations.

Two refinements decide how much bite the qualifier keeps: whether “knowledge” means actual awareness or extends to what a reasonable inquiry would have found, and whose knowledge counts. Without a due-inquiry obligation, the wording quietly rewards not looking — so on critical representations a buyer should resist the softening or tie it to a defined diligence duty.

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SPA & Share Transfer Agreements

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