What happens if something on a schedule turns out to be wrong after signing?
What happens depends on when the inaccuracy is discovered and what the purchase agreement's indemnity provisions say. If it's caught before closing, it typically becomes a live issue under whatever schedule-update mechanism the agreement provides, potentially triggering a buyer's right to require a fix, adjust price, or in a serious enough case walk away under a related closing condition.
If it's discovered after closing, the buyer's recourse usually runs through the indemnity provisions tied to the representation that schedule was meant to support — an inaccurate schedule generally means the underlying representation was breached, which can trigger an indemnity claim for the resulting loss, subject to whatever survival periods, caps, or thresholds the agreement sets for indemnity claims generally. How much the buyer actually recovers depends on those mechanics, not simply on proving the schedule was wrong.
Because a schedule error can be totally innocent or can reflect something the seller should have caught, working through exactly how the specific inaccuracy interacts with your agreement's indemnity structure is worth doing with a Treadstone business lawyer rather than assuming either outcome.
Key takeaways
- A pre-closing error typically runs through the schedule-update and closing-condition mechanics.
- A post-closing error usually runs through the indemnity provisions tied to the underlying representation.
- Recovery depends on the agreement's survival periods, caps, and thresholds for indemnity claims.
- Have the specific error assessed against your agreement's actual indemnity structure.