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Pro-buyer W&I insurance clauses for share purchase agreements: definitions, buyer undertakings, insurer subrogation waiver, and seller warranty liability cap with uninsured event carve-out (long form)

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Warranty & Indemnity insurance provisions—pro-buyer—long form—share purchase agreement

Add to clause 1:

Uninsured Event: facts or matters giving rise to a breach of Warranty not covered by the W&I Policy.
W&I Policy: the warranty and indemnity insurance issued to the Buyer covering risks from Warranty breaches and Tax Covenant claims.

The Buyer warrants it has placed and will maintain the W&I Policy, under which the insurer irrevocably waives subrogation, contribution or other claims against the Seller, except for loss arising from the Seller’s fraud [ or fraudulent misrepresentation ].
The Buyer shall not rescind, terminate, amend adversely, waive rights under, or act/omit so as to render the W&I Policy void or unenforceable.

Replace ‘Thresholds’ with:

The Seller’s maximum liability for all Warranty Claims [ and Tax Covenant Claims ] other than for an Uninsured Event is £1.00, regardless of non‑payment, vitiation, expiry, termination or underwriter insolvency.
[ For an Uninsured Event, the Seller’s liability for all Warranty Claims [ and Tax Covenant Claims ] is capped at £[ insert amount ]. ]
The Buyer shall seek recovery above £1.00 for claims solely under the W&I Policy and not from the Seller, save for Uninsured Events...

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Web page updated on 22/05/2026

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