Warranty limitations—pro-seller—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form:

1 Definitions and interpretation

Claim

1. means a claim by the Buyer for any breach of the provisions of this Agreement (including a claim for breach of the Warranties);

Data Room

1. means the data room relating to the [Company OR Group] comprising all contracts, agreements, licences, documents and other information made available to the Buyer and its advisers, as listed in the Data Room index attached to the Disclosure Letter;

The Schedule
Limitations on the Warranties

Replace Schedule 5 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form with the following schedule:

1. 1

   General

2. 1. 1.1

      The following provisions of this Schedule [5 OR [insert schedule number for limitations on the warranties schedule]] shall, subject to their terms, limit the liability of the Seller in relation to a Claim[ and, where specifically provided, a Tax Covenant Claim] except where such Claim[ or Tax Covenant Claim] arises as a result of fraud on the part of the Seller.

   2. 1.2

      The Seller shall not be liable for any Claim unless written particulars of it