What's actually in the schedules attached to a purchase agreement?

The schedules are where the specifics live — the main body of a purchase agreement states the general promises, and the schedules attach the actual facts that qualify them. A typical set includes a corporate schedule (shareholders, directors, share structure), a list of material contracts, leases, employees and their terms, intellectual property, permits and licences, litigation (past and pending), insurance policies, and any liabilities the buyer is or isn't assuming.

Each schedule usually corresponds to a specific representation and warranty in the body of the agreement — where the seller represents, for example, that there is no undisclosed material litigation, the litigation schedule is where any actual claims get listed as exceptions to that clean promise. This is why schedules matter so much more than their length suggests: an incomplete or sloppy schedule can undercut a representation the seller thought was accurate, and an overly narrow one can leave a buyer exposed to something it assumed was covered.

Because schedules are drafted against a moving target — the business keeps operating right up to closing — both sides typically build in a process for updating them before closing, and a Treadstone business lawyer can help make sure that process protects the party you're representing.