| Commentary

123.3 Compensation

| Commentary

123.3 Compensation

The buyer can rely on the normal contractual basis of damages which generally entitles him to the difference between the market value of the target’s shares as they are and their value as it would have been if the warranty had been true1. The quantification of damages for a breach of warranty is a very complex issue, however, and the normal rules may leave the buyer with an inadequate remedy, for example where he is paying only a nominal value for the target company’s shares, but is funding the repayment by the target company to the sellers of

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