Non-Merger Agreement

Summary

This precedent is a "Non-Merger Agreement" for an Agreement of Purchase and Sale. It makes it clear that certain provisions (representations and warranties) of the Purchase Agreement survive closing without merging. This allows one or both parties to hold the other to the representations and warranties previously made in the Purchase Agreement after the completion of the transaction. This precedent contains practical guidance and drafting notes. The principle of any Non-Merger Agreement is to ensure that representations and warranties (that is legal promises and descriptions of status) made in a Purchase Agreement are kept "alive" post-closing without "merging" into the completion of the transaction. It offsets, to some degree, the concept of "Caveat Emptor" ("Buyer Beware"). Even after closing, for example, a Purchaser could still hold the Vendor liable if undisclosed and material changes occur. Without this Non-Merger Agreement to prolong the liability connected to the representation...