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Warranties given by Seller(s) in relation to a Company acquisition. This can be inserted as a Schedule to the Company Acquisition Agreement. These Warranties are drafted in favour of the Buyer.
The following information provided to the Buyer during the preparation and negotiation of this Agreement is in all material respects true, accurate and not misleading:
Accounts: The Accounts of the Company for the financial year ended on the Last Accounts Date and for each of the preceding financial years, together with the unaudited management accounts of each Company for all periods ended after the Last Accounts Date.
Corporate Documents: The Memorandum and Articles of Association of Company and each subsidiary, certified by the secretary thereof as up to date.
Licences: A summary, together with copies, of all licences, permissions, authorisations and consents.
Employees: A list of all employees of each <? echo $GROUP; ?> showing, by reference to appropriate categories or grades, all remuneration payable and other principal benefits which that <? echo $GROUP; ?> is bound to provide (now or in the future).
Insurances: A summary, together with copies, of all policies of insurance of each Company.
Material Contracts: A list, together with copies (or details, where no agreement has been reduced to writing), of all agreements of the kinds.
List of Properties: A list, including brief details, of the freehold and leasehold properties occupied by each Company.
This document can be adjusted to include all necessary information and terms agreed.
How to use this Document?
This document should be carefully read by the Individual Buyer and Seller.
Both parties should sign and return a copy, and once signed, both parties should get a copy. To avoid any future disputes, both parties may wish to have their signatures witnessed.
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.