Sinclair on Warranties and Indemnities on Share and Asset Sales, 12th Ed | 2023

Sinclair on Warranties and Indemnities on Share and Asset Sales, 12th ed | 2023

This practical text offers precedents and commentary on warranties and indemnities in share sales, guiding all parties—purchasers and vendors—who engage with a sale and purchase agreement (or "sale agreement") for a company or business. Tailored for commercial lawyers, it is the sole publication dedicated exclusively to this subject.

New for the 12th Edition:

- This edition incorporates changes in law, conventions, and practices since the last edition.
- In addition to updated warranties, it includes new ones addressing various government assistance programs during the Covid-19 pandemic and new warranties and due diligence inquiries related to the National Security and Investment Act 2021.

Features of Sinclair on Warranties and Indemnities on Share and Asset Sales, 12th Ed:

-Offers precedents and commentary on warranties and indemnities in share sales.
- Provides guidance for all parties—purchasers and vendors—handling a sale and purchase agreement for a company or business.
- For purchasers' solicitors, it includes precedents of suitable warranties and indemnities to draft tailored agreements.
- For vendors' solicitors, it offers guidance and commentary alongside the precedents.
- Organized around precedents of clauses and documents, with extensive commentary.
- Arranged in a logical sequence.
- Discusses the history and function of warranties and indemnities.
- Covers the various parties involved in a sale and purchase agreement.
- Examines the rights and liabilities arising from a breach of warranty.
- Provides detailed analysis of tax, property, and general warranties in a share sale.
- Discusses the forms of tax deeds.
- Addresses warranties, undertakings, and indemnities requested by the purchaser.
- Covers completion accounts and valuation.
- Advises on handling liability when warranty risk is insured.
- Offers clear commentary and guidance to elucidate clauses and their implications.

Contents of Sinclair on Warranties and Indemnities on Share and Asset Sales, 12th Ed:

Preface;
Introduction;
History and Function of Warranties and Indemnities;
Parties; Rights and Liabilities;
General Points Relating to Warranties;
Taxation Warranties;
Property Warranties;
Typical Long Commercial Warranties on Share Sales;
Warranties and Indemnities on the Sale of a Business;
Disclosure Letters;
Tax Covenant and Tax Limitations;
Limitation Provisions;
Completion Accounts;
Valuation
Appendices