Indemnities, Warranties, Guarantees & Representations - A Masterclass

Introduction

This new full day in-person course is for commercial and corporate practitioners who are seeking to have a fuller understanding of key parts of their relational contracts and their SPAs.

What You Will Learn

This in-person course will cover the following:

• Warranties
• Purchaser
• Seller
• Key points for SPA disclosure and data rooms
• Wording which is an exclusion of liability
• Wording towards increasing their power as performance guarantees
• Representations
• Their role and remedy in the contract
• The relationship with mis-statement
• Pre-contractual statements and the entire agreement clause - is it good enough?
• Remedies - calculation of losses
• The effect of fraudulent misrepresentation on notices and other clauses
• Indemnities
• Debt - based liability
• Hold harmless - defend - covenant
• Liquidating the amount in the clause
• Weakening the indemnity - quick wins
• Strengthening the indemnity using the 6 types
• Shackling the indemnity to warranties in SPAs
• The relationship to the exclusion of liability
• Reverse indemnities - can they overcome compliance wrongdoing?
• Third parties and the indemnity
• Guarantees
• Financial
• Performance
• Primary
• Secondary
• Defences and set-offs
• Subrogation
• Co-extensive liability
• Signatures, incorporation and deeds