M&A Foundations · glossary
A contractual statement of fact about the target — "the accounts are true and fair", "there is no litigation". If it proves untrue, the buyer can claim damages, typically for the drop in the value of the shares. Warranties also force disclosure: the seller must confess exceptions or face a claim. SPA definition · Chapter 11
Explained in Chapter 11, Warranties and Disclosure, of M&A Foundations.
A warranty is a contractual statement of fact about the target, given by the seller in the SPA. “The Accounts give a true and fair view.” “No Group Company is engaged in litigation.” If a warranty is untrue, the buyer can sue for breach of contract and recover damages. In the Sunrise SPA the whole machine starts with one sentence:Read Chapter 11, Warranties and Disclosure →
the statements set out in Schedule 3, and “Warranty Claim” means a claim for breach of any of them;Read the definition in the document →
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Where this term lives
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement. It is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →