Jurisdiction(s):
United Kingdom

Key definition

Back to back warranties definition

What does Back to back warranties mean? In practice, back-to-back warranties describe warranty protection that is mirrored across an initial acquisition and a planned onward sale of the target company or business, so the intermediate buyer is protected on both transactions and can pass any warranty claim up the chain. The term is descriptive (not defined by statute or case law) and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland in M&A and group reorganisations. Key features typically include: (1) the onward SPA/APA contains warranties that are identical (or no less favourable) to those in the initial SPA/APA, including knowledge qualifiers,...

Asset purchase agreement clauses: back-to-back resale warranties, seller non-challenge and buyer loss attribution

Published by a LexisNexis Corporate expert

Precedents

Insert as new clauses 11.13 and 11.14 of Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form:

11 Warranties

11.13

The Seller recognises that:

Following Completion, the Buyer intends to transfer [ all OR some of ] the Assets (the Resale Transaction) to a Buyer’s Group member or a third party (the Resale Buyer);
Under the Resale Transaction, the Resale Buyer will rely, among other things, on warranties from the Buyer (the Resale Warranties); and
The Resale Warranties will mirror those in Schedule [ 12 OR [ insert number for warranties schedule ] ].

11.14

The Seller agrees that:

If the Buyer makes any Warranty Claim after a Resale Transaction, the Seller shall not challenge it due to the Buyer entering the Resale Transaction or giving the Resale Warranties, nor argue that the measure of damages or relief is affected or reduced as a result; and
The Buyer may treat any loss or damage it suffers from a claim by the Resale Buyer under the Resale Warranties as a reduction in the value of the Assets when bringing any Warranty Claims...

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Web page updated on 22/05/2026

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