ACP SGS 6
Terms
undefined, object
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- How would a buyer wish to limit the general disclosures made under a disclosure letter?
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Limit the searches that could be made to matters shown by searches carried out at specified dates.
Try to exclude disclosure against due diligence all together, failing that say DD which a reasonable buyer would carry out. - With regard to particularly wide, general disclosures, how might a buyer try to limit?
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Strike out both of the following:
All matters which the Buyer ought reasonably (without having made specific enquiry) to be aware; and
All matters which are a matter of public record or within the public domain
- Who can prepare a certificate of title?
- The buyer's solicitor or the lender's solicitor.
- What is the purpose of the certificate of title in a funding situation and who can rely on it?
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Only the buyer's lender can rely on it when it is a certificate of title used purely for funding purposes.
Do not mix up with cert. of title used in the due diligence procedure. This type of certificate is prepared by the seller. - For the purpose of amending warranties included in an asset or share sale agreement, what should you note in relation to environmental warranties?
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Environmental liability can be incredibly costly.
Seller will want to the Buyer to be responsible for checking the property for checking the property.
Delete environmental warranties. This would make buyer a Class A person and therefore will carry out investigation. - What should you note in relation to warranties in an asset or share sale agreement that provide that the Seller has 'actively used' the Property(ies).
- The word 'actively' creates an onerous obligation on the seller. The warranty should just state 'used'.
- What should you do with a warranty that provides that the Seller has 'good and marketable title to each Property'?
- It is not for the seller to warrant the marketability of the property.
- Broadly, what type of warranties will the buyer delete from an asset sale agreement
- Wide warranties, including those in connection with which the buyer should be able to satisfy itself through its due diligence.
- In connection with a warranty that purports that there has been no breach of laws, etc. What amends will a buyer wish to make?
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Add 'So far as the seller is aware neither it nor and of its subsidiaries have received notice of any' breach of any applicable laws.
Buyer may wish to add 'having made due and careful inquiry'.