Jurisdiction(s):
United Kingdom

Pro-buyer share purchase agreement (individual sellers): sanctions definitions, warranties, undertakings and notification obligations—short form

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Precedents

1 Definitions and interpretation

Sanctioned Activity means any activity subject to sanctions by a Sanctioning Body;
Sanctioning Body means the UK, USA, EU, and any applicable sanctions authority;
Sanctioned Entity means any person or entity that is, or is owned or controlled (directly or indirectly) by one that is, sanctioned or listed by a Sanctioning Body;
Sanctions Laws means all laws on Sanctioned Activities applicable to either Party or this Agreement’s performance;
Sanctions Policy means the Sellers’ sanctions policy in Appendix [insert Appendix number], as updated and notified to the Buyer from time to time;

1.5 The Sellers and the Group Companies:

As at this Agreement’s date and during its term, the Sellers and the Group Companies:

are not Sanctioned Entities;
have not been notified of any investigation into a Sanctioned Activity;
are unaware of Business circumstances that could lead to such an investigation;
shall always comply with Sanctions Laws and the Sanctions Policy;
shall not engage in any business or activity that involves, or has involved, a Sanctioned Activity or Sanctioned Entity; and
shall notify the Buyer immediately in writing on becoming aware of, or having reason to believe, any breach or potential breach of paragraph 1.5, giving full details...

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Web page updated on 22/05/2026

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