Is it common to use waterfall or blue pencil methods to interpret contractual provisions?
Frequency/market practice: Blue pencil severance is only available where the portion being removed is trivial and is not central to the provision; otherwise, it is rarely used.
Are seller restrictions usually imposed on the target business between signing the purchase agreement and closing?
Frequency/market practice: Fairly common.
Is there broad access to books, records and management between signing and closing?
Frequency/market practice: Fairly common.
Is it common to update warranty disclosure or notify of possible breach?
Frequency/market practice: Somewhat common; the accuracy of representations at closing is a common condition precedent. The obligation for the target to notify the buyer of breaches is also common. A covenant requiring or permitting the target to update disclosure schedules is not common but sometimes included. The consequences of breach are specific to the transaction and any indemnity provisions.