Warranty limitations—pro-buyer—corporate seller—share purchase agreement

Published by a ÑÇÖÞÉ«ÇéÍø Corporate expert
Precedents

Warranty limitations—pro-buyer—corporate seller—share purchase agreement

Published by a ÑÇÖÞÉ«ÇéÍø Corporate expert

Precedents
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Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the Share purchase agreement:

1 Definitions and interpretation

Fairly Disclosed

  1. •

    means[ fully, fairly and accurately] disclosed[ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading)] in such manner and in such detail as to enable a buyer to make a clear, informed and accurate assessment of the facts, matters or circumstances concerned;

Losses

  1. •

    means all liabilities, costs, expenses (including legal expenses), claims, actions, proceedings, damages, fines, penalties, loss of profit[ and Consequential Loss];

Tax Warranties

  1. •

    means the warranties[ and representations] set out in paragraph [insert number] of Schedule [insert number] and Tax Warranty means any one of them;

Warranties

  1. •

    means the warranties[ and representations] set out in Schedule [insert number] and Warranty means any one of them;

Warranty Claim

  1. •

    means a claim (for damages, compensation or any other relief) by the Buyer under any Warranty in respect of any event, matter or

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Jurisdiction(s):
United Kingdom
Key definition:
Warranty definition
What does Warranty mean?

A warranty is a contractual promise or assurance made by one party to another regarding the existence of certain facts or conditions, often relating to the quality or functionality of the subject matter of the contract. Though commonly associated with promises made by sellers of goods, warranties can be made in any type of contract. A warranty is considered a term of the contract that is seen as less fundamental than a condition. Breach of warranty entitles the innocent party to claim damages but does not allow them to terminate the contract.

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