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...

Buyer-favourable warranty and tax covenant limitations schedule for corporate seller SPAs: periods, caps, de minimis, specific exclusions, claims conduct, third-party recoveries and mitigation

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Precedents

Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the Share purchase agreement: 1 Definitions and interpretation

Fairly Disclosed • means information [ 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) ] and presented with sufficient clarity and detail to allow a buyer to reach a clear, informed and accurate evaluation of the relevant facts, matters or circumstances concerned;
Losses • means any and all liabilities, costs, outgoings (including legal expenses), claims, actions, proceedings, damages, fines, penalties, loss of profit [ and Consequential Loss ];
Tax Warranties • denotes the warranties [ and representations ] contained in paragraph [ insert number ] of Schedule [ insert number ], and Tax Warranty refers to any one of them;
Warranties • signifies the warranties [ and representations ] included in Schedule [ insert number ], and Warranty means any one of them;
Warranty Claim • means any claim (seeking damages, compensation or other relief) by the Buyer under any Warranty arising from any event, matter or circumstance...

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Web page updated on 22/05/2026

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