Sinclair on Warranties and Indemnities on Share and Asset Sales 10th edition

Author: Robert Thompson

Publisher: Sweet & Maxwell

Publication date: March 2017

Format: Hardback + CD

Price: £265 + VAT

This practical text contains precedents and commentary on warranties and indemnities on share sales. It 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.

  • 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
  • Organised 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
  • Covers general points on warranties
  • Provides detailed consideration of tax, property and general warranties in a share sale
  • Covers warranties applicable to an assets deal
  • Covers the forms taken by tax deeds
  • Covers warranties, undertakings and indemnities requested by the purchaser
  • Covers completion accounts and valuation
  • Provides clearly-written commentary and guidance aimed to explicate clauses and their impact
  • Provides precedent clauses in bold typeface for ease of location on the page, and to differentiate the wording fom accompanying commentaries and explanations
  • Provides precedents on CD for ease of access

Contents

1. History and Function of Warranties and Indemnities
2. Parties
3. Rights and Liabilities
4. General Points Relating to Warranties
5. Taxation Warranties
6. Property Warranties
7. Typical Long Commercial Warranties on Share Sales
8. Warranties and Indemnities on the Sale of a Business
9. Disclosure Letters
10. Tax Covenant and Tax Limitations
11. Limitation Provisions
12. Completion Accounts
13. Valuation

Appendices
1. Legal Due Diligence Enquiries
2. Restriction on activities prior to Completion
3. Warranties relating to the Purchaser
4. Full Commercial Warranties
5. Warranties and Indemnities on the Sale of a Business
6. The Tax Schedule
7. Limitation Provisions
8. Miscellaneous Clauses
9. Index to Tax Warranties
10. Short Form Warranties
11. Disclosure Letter

CD containing the Precedents in Word