Jurisdiction(s):
United Kingdom

Sanctions definitions, warranties and undertakings for asset purchase agreement (pro-seller, corporate seller, unconditional, long form)

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Precedents

1 Definitions and interpretation

Sanctioned Activity: activity subject to sanctions by a Sanctioning Body;
Sanctioning Body: the UK, United States of America, EU, and any other competent authority imposing or administering sanctions;
Sanctioned Entity: any person or entity sanctioned or designated by a Sanctioning Body, or owned or controlled (directly or indirectly) by one that is;
Sanctions Laws: law on a Sanctioned Activity applying to either Party or this Agreement’s performance;
Sanctions Policy: the Seller’s sanctions policy in Appendix [ insert Appendix number ], as updated and notified to the Buyer;

1.3 The Seller

During this Agreement, the Seller and each member of the Seller’s Group [ , including their officers, employees, agents or sub-contractors, ]:

is not a Sanctioned Entity;
has not been notified of an investigation into a Sanctioned Activity;
is unaware of Business-related circumstances that could trigger such an investigation;
shall comply at all times with Sanctions Laws and Sanctions Policy;
shall not engage in business or activity involving a Sanctioned Activity or Sanctioned Entity, current or past;
has conducted and will conduct due diligence on its holding company and any connected subsidiary;
shall notify the Buyer immediately in writing of any actual or suspected breach...

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Web page updated on 22/05/2026

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