Scope of warranties in a share purchase agreement
Belfairs agreed to buy a majority stake in Waveform Solutions Limited (the target) from Sutherland. Belfairs also agreed to provide an additional £600,000 interest-free loan to the target. Sutherland was to lend the target £1m — it was agreed that this would be taken from the sale proceeds.
The share purchase agreement (SPA) contained a warranty stating that ‘The company [the target] is not a party to any agreement, arrangement or commitment which cannot be readily fulfilled or performed by it on time.’
Before the SPA was signed, the target succeeded in a bid to participate in the NHS National IT programme and this gave it the chance to enter into a framework agreement (the agreement) which, if certain milestones could be achieved by it within 12 months of entering into the framework agreement, would allow it to bid for lucrative supply contracts with NHS primary care trusts. Sutherland was aware that the target would be unable to enter into the agreement without an injection of capital, so it delayed signing the agreement until the SPA with Belfairs had been completed…
If you are registered and logged in to the site, click on the link below to read the rest of the Walker Morris briefing. If not, please register or sign in with your details below.
Sign in or Register to continue reading this article
It's quick, easy and free!
It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.Register now
Why register to The Lawyer
In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.
Identify the major players and business opportunities within a particular region through our series of free, special reports.
Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.
More relevant to you
To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.
News from Walker Morris
News from The Lawyer
Briefings from Walker Morris
In Cowling v Worcester Community Housing Ltd, errors by the court have left a tenant in difficulties in a recent residential service charge challenge.
Nnew advice and guidance has been published for vloggers on how to ensure they do not unwittingly contravene consumer protection legislation or the CAP Code.
Analysis from The Lawyer
Which firms are cutting it in this era of slimline rosters, and who are the GC new brooms making clean sweeps? The Lawyer can reveal all
The law school war shows no signs of ending. But we have, perhaps, reached the end of the beginning.