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Drafting sale & purchase agreements

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Training course summary

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A “good deal” is a function of both the price paid or received by a party on completion of a sale and purchase agreement and the terms under which exchange of contracts takes place. A high price is no good to a vendor if a large portion of the proceeds of sale needs subsequently to be handed back to a purchaser in order to cover breaches of warranty. Similarly, a low price is not particularly advantageous to a purchaser if the assets acquired prove to be subject to unexpected defects for which no redress is enforceable against the vendor. The negotiation of a sale and purchase agreement seeks to ensure that a purchaser receives what was anticipated and that a vendor can walk away with confidence that its continuing liabilities are both known and quantifiable. As a compromise between these two extremes, the drafting of warranties and indemnities identifies the risks in a deal and decides upon whom they should fall.

Regions:
  • All Areas
Delivery:
  • In House
Category:
Difficulty:
  • Intermediate

Further Details

The following sets out the content of the course in the approximate order in which it will be discussed during the day. Structure of the agreement • Parties, interpretation and definitions • Agreement to sell and buy • Pre-conditions, covenants & completion • Boilerplate clauses • Schedules Representations, warranties and indemnities • Purpose and scope • Interaction and overlap • Caveat emptor • Relationship with due diligence • Long and short form warranties Limiting the vendor’s liability • Disclosure letter • Entire agreement • Effect of purchaser’s knowledge • Hidden values • Agreeing the levels of liability • Limiting the period of liability • Tax effects of warranty payments • Insurance Purchaser’s warranties to the vendor • Collection of debts • Conduct of claims • Assignment of rights • Subsequent disposals • Limiting third party rights Protection and remedies of the purchaser • Exchange and delayed completion • Misrepresentation • Breach of warranty • Damages or rescission • Full and limited title guarantee Determining third party rights • Management buyouts • Executive shareholders • Conflicts between covenantors and vendors • Changes of control of the purchaser • Disposal by the purchaser • Receivers and administrators • Third Party Rights Act The tax deed • Areas to cover • ESC D33 • Retrospective legislation • Combined events Property warranties • Investigation, certificate or warranties? • Scope of protection • Good and marketable title • Purchase of shares or land Completion accounts • Advantages and disadvantages • When to use them • Analysis of provisions • Procedures for utilisation

Guide price

£3,200 per day + VAT

 

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