Sinclair on Warranties and Indemnities on Share and Asset Sales 11th Edition

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 11th edition

Substantial changes have been made in relation to IT and data protection warranties to reflect GDPR and this fast evolving area as the importance of IT to most companies increases.

New accounts warranties have been included to reflect the FRS regime and the decreasing relevance on most transactions of the historical SAAPs and FRS's that were relevant for financial periods prior to the 4th January 2015.

The tax warranties have been simplified and shortened to reflect the exclusion of esoteric areas that are not applicable to most transactions as well as reflecting legislative updates. The tax covenant reflects the continuing trend to start with a balanced draft rather than a purchaser bias version.

Other 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
• 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
• 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
• Provides clearly-written commentary and guidance aimed to explicate clauses and their impact