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This book is now Out of Print.
A new edition has been published, the details can be seen here:
Sinclair on Warranties and Indemnities on Share and Asset Sales 12th ed isbn 9780414112032

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

Edited by: Robert Thompson

ISBN13: 9780414075481
New Edition ISBN: 9780414112032
Previous Edition ISBN: 9780414062726
Published: April 2020
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Hardback + CD
Price: Out of print




Also available as
£328.00

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

Subjects:
Commercial Law
Contents:
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;
CD-rom of Precedents