Warranties given by a Seller in relation to a business acquisition. This can be inserted as a Schedule to the Business Acquisition Agreement. These Warranties are drafted in Neutral Form.

(a) Since the Accounts Date there has been no material adverse change in the financial or trading position or (save to the extent that the same would be likely to affect to a similar extent generally all companies carrying on similar businesses in [COUNTRY]) in the prospects of the Business and no event, fact or matter has occurred which give rise to any such change.

(b) Since the Accounts Date and in relation to the Business:

(i) the Business has been carried on in the ordinary and usual course and the Seller has not made or agreed to make any payment in relation to the Business other than routine payments in the ordinary and usual course of trading;

(ii) no dividend or other distribution has been declared, paid or made by the Seller (except for any dividends provided for in the Accounts);

(iii) there has been no material change in the level of borrowing or in the working capital requirements of the Business;

(iv) no contract, liability or commitment (whether in respect of capital expenditure or otherwise) has been entered into by the Seller in relation to the Business which is of a long term or unusual nature or which involved or could involve an obligation of a material nature or magnitude (a liability for expenditure in excess of [amount] being included as material for this purpose);

(v) the Seller has not (whether in the ordinary and usual course of business or otherwise) acquired or disposed of, or agreed to acquire or dispose of, any asset having a value in excess of [amount];

(vi) no debtor of the Business has been released by the Seller on terms that it pays less than the book value of its debt and no debt in excess of [amount] owing to the Seller has been deferred, subordinated or written off or has proved to any extent irrecoverable;

(vii) no change has been made in terms of employment, including pension fund commitments, by the Seller (other than those required by law) which could increase the total staff costs of the Business by more than [amount] per annum or the remuneration of any one director or employee by more than [amount] per annum;

(viii) the Seller has not repaid any borrowing or indebtedness in advance of its stated maturity;

(ix) there has been no material increase or decrease in the levels of debtors or creditors or in the average collection or payment periods for the debtors and creditors respectively;

(x) the Business has not been affected by any abnormal factor not affecting to a similar extent generally all companies carrying on similar businesses in [COUNTRY].

 

How to use this Document?

This document should be carefully read by the Individual Buyer and Seller.

The warranties can be inserted as a Schedule to the Business Acquisition Agreement.

The Total Price to be paid, the Currency used, the Deadline for condition fulfilment and Conditions in consent should all be clearly stated in the sales agreement.

If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.