Sinclair on Warranties and Indemnities on Share and Asset Sales, 12th edition | 2023

Description

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers, and vendors – who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area.

New for the 12th edition:

• This edition reflects the changes in law, convention, and practice since the last edition.
• As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence inquiries relating to the national security and Investment Act 2021

Features:

• Provides precedents and commentary on warranties and indemnities on share sales
• Provides guidance for all parties – purchasers and vendors – who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business.
• For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared
• For the vendors’ solicitors, provides guidance and commentaries with the precedents
• Organized around precedents of clauses and documents, accompanied by extensive commentary
• Arranged in a logical chronology
• Covers the history and function of warranties and indemnities
• Covers the various parties to a sale and purchase agreement
• Covers the rights and liabilities that arise from a breach of warranty
• Provides detailed consideration of tax, property, and general warranties in a share sale
• Covers the forms taken by tax deeds
• Covers warranties, undertakings, and indemnities requested by the purchaser
• Covers completion accounts and valuation
• Covers how to deal with liability when warranty risk is to be insured.
• Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

Contents:
Preface;
Introduction;
History and Function of Warranties and Indemnities;
Parties; Rights and Liabilities;
General Points Relating to Warranties;
Taxation Warranties;
Property Warranties;
Typical Long Commercial Warranties on Share Sales;
Warranties and Indemnities on the Sale of a Business;
Disclosure Letters;
Tax Covenant and Tax Limitations;
Limitation Provisions;
Completion Accounts;
Valuation
Appendices;