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Sinclair on Warranties and Indemnities on Share and Asset Sales, 9th Edition

Sinclair on Warranties and Indemnities on Share and Asset Sales, 9th Edition

Author: Robert Thompson
Publisher: Sweet & Maxwell U.K.
ISBN: 9780414027923
Published In: March 2014
Format: Hardback + CD-ROM
Jurisdiction: Commonwealth, European Union, U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author

Details

This is the 9th Edition of Sinclair on Warranties.

This title provides practical guidance for practitioners involved in drafting sale and purchase agreements for companies and businesses. It enables them to deal with confidence with the many warranties and indemnities involved, providing suitable precedents for drafting agreements together with all the necessary guidance for assessing their relevance and impact. It sets out precedents and commentary for tax, property, and general warranties and for indemnities on share sales and clearly explains the impact of each. It provides guidance for both buyers and sellers in sale and purchase agreements, and contains practical negotiating advice.

The new edition has been substantially revised to reflect changes in law, convention and practice since the previous edition and it includes:

• New content in relation to the 'employee shareholder' regime introduced in 2013.

• Updates to IT, intellectual property, data protection and employment related warranties to reflect developments since the last edition and the increasingly widespread use and relevance of social media.

• Updates to reflect the impact of various regulatory changes introduced since 2011, including the taking over of the responsibilities of the Financial Services Authority by the newly established Financial Conduct Authority.

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-rom of Precedents

Robert Thompson qualified as a solicitor in 1989 and has been a partner in Ward Hadaway since 1993.

Robert is currently one of the lead corporate lawyers at Ward Hadaway and is regarded by the Legal 500 as one of the North’s leading corporate lawyers. Robert principally specialises in managing and leading transactions of all sizes from small to medium-sized owner-managed deals to international multi-jurisdictional deals for some of the firm’s largest national and international clients. He is also the author of previous editions of Sinclair on Warranties and Indemnities on Share and Asset Sales.