Seller warranties and limitations on liability: commonly negotiated issues: business purchases
A checklist highlighting commonly negotiated issues in an asset purchase agreement (APA) in relation to warranties and limitations on the seller's liability. These provisions can be contentious and time-consuming to negotiate. The checklist examines recurring issues, including disclosure against warranties, the effect of the parties' knowledge on the seller's liability, the implications of a split exchange and completion, remedies for breach of warranty and the scope of potential limitations on a seller's liability (including, among others, financial and time limitations). For each key area, the checklist sets out buyer-friendly, seller-friendly and potential compromise positions. The checklist also considers the potential for implied terms (for example, under the Sale of Goods Act 1979 (SGA 1979)).
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