Contract of the Week In this post we CrossCheck the U.S. XPress – Knight-Swift Merger Agreement dated March 20, 2023. This contract is relatively clean, with a Verified Score of 96 (out of 100). However, there are 15 erroneous cross-references,…

An orderly outline should be sequential. There should be no repeated section numbers, no missing section numbers, and no out-of-order sections. This is arguably the most basic requirement of good document structure. Also, there should be no “single-item lists,” or…

In many cases, a cross-reference is followed by the caption of the section referred to. For example, “… subject to Section 9.2 (Governing Law)”, where “Governing Law” is the caption of Section 9.2. This is a good practice, especially given…

An ambiguous cross-reference is one which points to two or more sections or subsections with the same label. For example, Section 3.6(c) of the DraftKings / DEAC Merger Agreement dated December 22, 2019. The following appears in the original document as…

It’s common practice to state monetary amounts both in numerals and in words, such as “$1,000,000 (one million dollars)”. If the words and numbers don’t agree, that can lead to serious repercussions. Mistakes of this kind are unusual. They were…

When the Section Referred to Doesn’t Exist If a cross-reference points to a section that isn’t found in the document, that’s obviously a problem. And it happens more than you might think. This error was found in 95% of EDGAR…