When drafting a merger or purchase agreement, where do you prefer the definitions to be?
1. As Article 1
2. As the last article (after “miscellaneous” and right before signature pages)
3. As penultimate article (right before “miscellaneous”)
4. As a section with then “miscellaneous” Article
5. As an annex/exhibit

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Article 1.

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If I’m drafting? Annex. If I’m reviewing, article 1

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Article I. Annex at the back is for old people that don’t use a computer and need to tear the definitions off the back of a physical print out so they can provide illegible and unwanted handwritten comments.

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If it’s a relatively simple agreement and they’re all basic terms with un-controversial definitions, then an annex is fine. But it’s a more complex agreement and/or any of the terms have definitions that might be negotiated, like the definition of “Losses,” then I would want it to be Article I since these kinds of definitions would impact the way I interpret the rest of the document.

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Article 1. Don’t make me go hunting for them. What are you hiding?

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Annex or last article. Article 1 is fine. Before or within miscellaneous is trash.

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Article I

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Annex

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I work with defined terms tables on a daily basis. 90 percent of them are always in Article I. Please keep them that way. It’s a royal PITA to scroll up and down to mark them!

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Annex. any other answer is bushleague nonsense

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Article 1, and there are always some internal.

Sooooo it depends.

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That should still be in Article 1, no? “[term] has the definition set forth in Section x.x.” or something like that.

Anything but article 1

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Article 1 I want to read my definitions first (specialist)

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Article 1

Article 1

Who cares when ctrl-f exists

Who cares provided all definitions are in one place, that place is easy to find and on a page or two that can be kept open while you read the document? It drives me mad how many lawyers draft documents where you’re backwards and forwards hopping between multiple definitions trying to find out what a damn clause means. I don’t want to have to hold three or four pages open at a time to do that and even worse trying to find the definitions page at all.

Oh and while we are at it, could we please drop the addendums to the definitions such as ‘masculine includes the feminine’ and the ‘singular includes the plural’ stuff. It’s all bullshit, we all know it’s unnecessary padding.

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