Subjects:

Commercial Law

Contents:

History and Function of Warranties and Indemnities.

Parties.

Rights and Liabilities.

General Points Relating to Warranties.

Taxation Warranties.

Property Warranties.

Typical Long Form Commercial Warranties on Share Sales.

Warranties and Indemnities on the Sale of a Business.

Disclosure Letters.

Tax Deeds.

Warranties, Undertakings and Indemnities by a Purchaser.

Completion Accounts.

Valuation.

Appendices: Precedents.

Sinclair has long been a favourite purchase for lawyers involved with sale and purchase agreements for either a company or business. 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 is renowned for the balance it strikes between discussion of technical legal issues and the practical difficulties encountered in practice.

This new edition contains precedent clauses updated to reflect current drafting style and practice, and reflects all recent developments in case law.

• Features an extensive set of precedents of clauses and documents, with detailed commentary on their use
• Provides guidance for both parties – purchasers and vendors – in a share or asset sale
• Explains clearly the impact of each warranty and indemnity
• Suggests amendments to moderate the effect of particular clauses
• Contains practical negotiating advice on possible responses to an initial position and how to counteract these
• Covers the rights and liabilities that arise from a breach of warranty
• Deals with completion accounts and valuation
• Includes coverage of taxation and property warranties and pensions issues
• Looks at warranty limitation provisions
• Supplies all the precedents on an accompanying CD-ROM for rapid drafting and amendment