Warranties & Indemnities on Share & Asset Sales 7th edition

Author	Robert Thompson
Publisher	Sweet & Maxwell
Product	Warranties & Indemnities on Share & Asset Sales 7th edition Book+CD	£185+VAT

7th edition April 2008

Features

The new 7th edition of Sinclair on Warranties and Indemnities on Share and Asset Sales, serves as a practical, easy-to-navigate guide to the labyrinth of complexities involved with warranties and indemnities in a sale and purchase agreement. It provides you with precedents of suitable warranties and indemnities along with guidance and extensive commentary. It also comes with a CD-ROM containing 11 key precedents, so that you can quickly search, copy and adapt them to suit each individual client’s needs.

New to this edition

• Substantially revised to reflect changes in approach, convention and law since the previous edition
• Warranties updated to reflect new areas of potential liability, new or updated legislation and changes to convention
• Pensions warranties are all new to this edition and provide a starting point for any relevant scheme that might be encountered
• In-depth commentary designed to explain the differing views likely to be applied to a particular risk or warranty
• Major changes in coverage of tax issues to reflect the current convention of seeking to incorporate all tax matters, including covenant and tax warranties, within the sale agreement itself as a separate schedule Revised tax drafting still ‘backward compatible’ to circumstances where a separate tax deed is employed
• A new chapter which gathers together limitations applied to warranties and indemnities and how these are used in current convention and practice
• Expanded coverage of the developing area of purchaser knowledge, the standard of disclosure and the satisfaction of “awareness” obligations
• Cross-referencing between the relevant precedents and the chapters, particularly in relation to the sale of a business, has been simplified by the incorporation of the actual warranties and indemnities within the chapter

Contents

• Introduction
• History and function of warranties and indemnities
• Parties
• Rights and liabilities
• General points relating to warranties
• Taxation warranties
• Property warranties
• Typical long form commercial warranties on share sales
• Warranties and indemnities on the sale of a business
• Disclosure letters
• Tax deeds
• Warranties, undertakings and indemnities by a purchaser
• Completion accounts Valuation
• Precedents:
  Legal due diligence enquiries
  Restriction on activities prior to completion
  Warranties relating to the purchaser
  Full commercial warranties
  Warranties and indemnities on the sale of a business
  The tax schedule
  Limitation provisions
  Miscellaneous clauses
  Index to tax warranties
  Short form warranties
  Disclosure letter

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