Pro-seller W&I insurance clauses for SPAs: buyer's sole recourse to policy; seller liability limited to £1; subrogation waiver; retention borne by buyer; limitations schedule amendments
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Precedents
Warranty & Indemnity insurance provisions—pro-seller—share purchase agreement
Include the following terms as additional definitions in clause 1 of the relevant Precedent—namely, as applicable, Share purchase agreement—pro-seller—corporate seller—conditional—long form; Share purchase agreement—pro-seller—corporate seller—unconditional—long form; Share purchase agreement—pro-seller—individual sellers—conditional—long form; Share purchase agreement—pro-seller—individual sellers—unconditional—long form; or Share purchase agreement—pro-seller—corporate seller—short form:
1 Definitions and interpretation
- W&I Claim • means a claim brought by the Buyer under the W&I Policy;
- W&I Insurer • means the insurer or underwriter that issues and maintains the W&I Policy and is responsible for providing insurance cover for the risks set out in that policy;
- W&I Policy • means the warranty and indemnity insurance policy issued to the Buyer that, in accordance with its terms, provides cover for risks arising from any actual or potential breach of the Warranties and from claims under the Tax Covenant;
Insert the following as a new clause immediately after the clause titled ‘Seller(s) Warranties’:
9 W&I Policy
9.1 The Parties acknowledge and agree that the W&I Policy shall be kept in force to provide the Buyer with cover for any and all Losses it suffers or incurs in relation to a W&I Claim, in accordance with, and subject to, the terms of the W&I Policy...
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Web page updated on 22/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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