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Sinclair on Warranties and Indemnities on Share and Asset Sales, 8th Edition

Sinclair on Warranties and Indemnities on Share and Asset Sales, 8th Edition

Author: Robert Thompson
Publisher: Sweet & Maxwell U.K.
ISBN: 9780414043169
Published In: April 2011
Format: Hardback + CD-ROM
Jurisdiction: Commonwealth, European Union, U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

New Edition is available now !

Description
Contents

Details

Sinclair on Warranties and Indemnities on Share and Asset Sales

• Covers the history and function of warranties and indemnities highlighting the main principles
• Provides expert commentary on tax, property and general warranties and indemnities for both asset and share sales to help you reach a successful outcome
• Covers changes to warranties from both a purchaser and vendor perspective so you have all the
information you need to better advise your clients
• Contains clearly written commentary and guidance which explains the drafting, clauses and impact of warranties and indemnities
• Guides you through the drafting process starting with the rights and
liabilities to completion accounts and valuation, offering a broad understanding of key transactions
• Provides 10 precedents in CD-ROM format for easy use, reference and drafting. All precedents are written in bold so the wording stands out from accompanying commentaries and explanations
• Includes extracts from Statutes, SIs and EC legislation

New for 8th Edition

• Substantially revised to reflect changes in approach, convention and law since the previous edition
• Includes the recent changes to Taxation Warranties and the Tax Covenant following the implementation of the Income Tax Act 2007, the Corporation Tax Acts of 2009 and 2010
• Reflects the full implementation of the Companies Act 2006
• Includes warranties and due diligence enquiries to be included with effect from the implementation of the Bribery Act 2010 in April 2011
• Includes substantial amendments to the warranties that focus on pensions, data
protection, anti-corruption, social media and employment
• The chapter on asset sales has been expanded to incorporate the latest trends on indemnities and warranties, specifically the latest position on the Transfer of Undertakings (Protection of Employment) Regulations (TUPE) with detailed commentary on recent case law
• Provides a discussion on warranty and indemnity insurance

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. Short Form Warranties
10. Disclosure Letter