Jurisdiction(s):
United Kingdom

Key definition

Warranty definition

What does Warranty mean? A warranty is a contractual promise that specified facts are true or that goods or services will meet stated standards. Lawyers use warranties to allocate risk and support due diligence, commonly in sale of goods, supply, real estate and M&A/share purchase agreements. In sale of goods law, “warranty” is defined by statute: Sale of Goods Act 1979 (England & Wales, Scotland and Northern Ireland) and the Sale of Goods Act 1893 as amended by the 1980 Act (Ireland) treat a warranty as a stipulation collateral to the contract’s main purpose. Breach of warranty gives a right to damages but not to...

Pro-buyer seller warranty operative provisions for share purchase agreements: definitions, fair disclosure test, knowledge qualifiers, repetition at completion, buyer reliance, limitations carve-outs, and third-party rights

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Precedents

Add the following as additional definitions (where not already present) within the definitions and interpretation clause of the Share purchase agreement:

1 Definitions and interpretation

Fairly Disclosed means [ fully, fairly and accurately ] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading) ] in such a way, and with such detail, as to enable a buyer to make a clear, informed and accurate assessment of the relevant facts, matters or circumstances;
Warranties means the warranties [ and representations ] set out in Schedule [ insert number ] and Warranty means any one of them;
Warranty Claim means a claim (for damages, compensation or any other relief) by the Buyer under any Warranty in respect of any event, matter or circumstance that is inconsistent with, contrary to, or involves, relates to or otherwise constitutes a breach of any of the Warranties, and Warranty Claims means more than one of them;

1 Warranties

1.1 Subject to Schedule [ insert limitations on the warranties schedule number ], the Seller [ represents, ] warrants and undertakes to the Buyer (for itself...

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Web page updated on 22/05/2026

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