Jurisdiction(s):
United Kingdom

Sanctions compliance definitions, seller warranties, due diligence and notification undertakings for pro-buyer share purchase agreement (corporate seller, conditional, long form)

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Precedents

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions and interpretation

Sanctioned Activity: activity subject to a Sanctioning Body’s sanctions.
Sanctioning Body: United Kingdom, United States of America, European Union, and any other authority administering sanctions.
Sanctioned Entity: any person or entity that is, or is owned or controlled (directly or indirectly) by one that is, sanctioned or on a designated list of a Sanctioning Body; ‘owned or controlled directly or indirectly’ has the meaning in Sanctions Laws.
Sanctions Laws: all law on a Sanctioned Activity binding either Party or the Agreement’s performance.
Sanctions Policy: the Seller’s sanctions policy in Appendix [insert Appendix number], as updated and notified to the Buyer.

is not a Sanctioned Entity;
has not been notified of any Sanctioned Activity investigation;
is unaware of Business circumstances likely to prompt such investigation;
shall comply with Sanctions Laws and the Sanctions Policy;
shall not conduct business involving a Sanctioned Activity or Entity;
has and will conduct due diligence on its holding company and any subsidiary for paragraph 1.5;
shall immediately notify the Buyer in writing of any actual or potential breach, with full details...

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Web page updated on 22/05/2026

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