Where a person acquires shares in a company, subscribes for shares in a company or acquires an existing business, he will receive certain warranties in relation to the target company/business. Depending on the nature of the company or business in question, you may want specific warranties to cover particular aspects of the business.

For example, if you are acquiring a software development company, you will want warranties that are specially tailored to an IT company. Such warranties would of course be wholly different to those you would expect to receive in connection with the acquisition of a landscaping business. As such, it therefore becomes necessary in every case to tailor the warranties you are receiving to the target business/company in question.

Attached is a broad set of general warranties that cover a vast amount of areas (see below). You will need to review these warranties carefully, select those that will be most relevant to the target business/company you are acquiring (including where you are only acquiring a specific number of shares in that company) and add them to the warranties schedule of your share purchase agreement, business purchase agreement or share subscription agreement, as the case may be.

Make sure to take sufficient time to ensure that the warranties are tailored correctly to meet your needs!

Over 50 Pages of Warranties are included in this document and cover the following areas:

General Information
• Accuracy of Information
• Completeness • Business Plan - Interested Parties
• Liability
• Conflict of Interest
• Claims by Warrantors
• Memorandum and Articles
• Conduct of Business
• Shares in other Companies and Joint Ventures and Partnership
• Branches
• Business Names

Commissions

Companies Acts
• Compliance with Companies Acts
• Companies Acts Investigations
• Court Orders
• Inspector’s Reports
• Section 14 Investigations
• Section 16 Restrictions
• Production of Documents
• Disclosure of Interests in Shares
• Transactions Involving Directors
• Notification by Auditors
• Defaults
• Irish Resident Director - Accounts
• Accounts True and Accurate
• Extraordinary Items
• Deferred Taxation
• Annual Return Date
• Management Accounts

Transaction Since the Accounts Date
• Transactions
• No Material Adverse Change
• Payments of Dividend
• Agreements and Transactions
• Payments
• Debts, Liabilities and Losses

Debts
• Book Debts
• Disclosure of Debts
• Factoring of Debts
• Aggregate of Debts Due to Company/Seller

Bank and Other Borrowings
• Financial Liabilities and Loans
• Notices requiring Repayment
• Bank Accounts
• Total Borrowings
• Guarantees and Indemnities
• Effect of Agreement
• Loans
• Working Capital
• Management Reports

Solvency
• Insolvency Proceedings
• Solvency of the Company/Seller

Data Protection
• Data Protection Registration
• Compliance
• Enforcement, Information and Prohibition Notices
• Data Subject Access Rights
• Data Control and Processing System
• Automated Decision Making
• Transfer of Data
• Third Party Data Processing
• Security
• Direct Marketing
• Websites

Information Technology and E-Commerce
• Ownership and Licences • Breach of Rights or Licences
• Third Parties
• Royalty Payments and Licence Fees
• Source Code
• Third Party Rights
• Support and Maintenance
• Date Compliance
• Resources
• Security
• Breakdowns and Interruptions
• Rights Subsisting
• Open Source Software
• Web Sites and E-Commerce - Intellectual Property, Confidential Information and Know How
• Ownership and Right to Use
• Validity, Renewals and Extensions
• Challenges and Infringement
• Licences and Agreements

Agreements and Arrangements
• Powers of Attorney and Agency
• Contracts and Undertakings

Assets
• Ownership of Assets
• Maintenance Contracts
• Asset Register
• Work-in-Progress
• Rental Payments

Directors and Employees
• Schedule of Directors
• Restriction or Disqualification
• Number of Directorships
• Schedule of Employees
• Changes in Remuneration
• Termination of Contracts
• Service Agreements
• Basis of Remuneration
• Maximum Remuneration Owed
• Negotiations on Remuneration
• Recognition of Trade Union
• Industrial Disputes
• Claims Pending
• Executives in Employment
• Rights of Reinstatement
• Redundancy Payments
• Liability to Employees
• Compliance with Obligations
• Training Scheme Levies

Safety, Health and Welfare at Work

Properties
• Details of Properties
• Title to Properties

Miscellaneous
• Books of Account and Records
• Filing of Documents
• Rectification of Register
• Possession of Books and Records
• Licences, Consents and Authorisations
• Validity and Currency
• Compliance with Laws
• Orders or Judgments
• Commission of Acts
• Documents Stamped
• Investigations
• Grants
• Effect of Subscription for Shares
• Conflict or Future Indebtedness

Litigation and Disputes
• Engagement in Litigation
• Disputes with Official Departments
• Service Liabilities

Insurance
• Policies of Insurance
• Terms and Restrictions

Breach of Agreements or Arrangements
• Breach of Agreement
• Termination or Rescission
• Default by Third Party
• Outstanding Offers

Suppliers and Customers
• Aggregate Purchases and Sales
• Level of Trading
• Loss of Customers and Disputes

Competition Law
• Compliance with Competition Law
• Investigations and Litigation
• Abuse of Dominant Position

Capacity and Authority of the Company/Seller and the Warrantors
• Power and Authority of Company/Seller and the Warrantors
• Due Incorporation and Capacity
• Further Actions
• Conflict with Other Agreements
• No litigation

Taxation
• Provision for Taxation in the Accounts
• Post-Accounts Date Tax Events
• Tax Residence
• Tax Returns and Tax Disputes
• Tax Records and Concessions
• Value Added Tax
• Capital Duty and Stamp Duty
• Group Events
• Importation of Goods
• Accounting for Deductions
• Repayments and Redemption of Share Capital
• Tax on Disposal of Assets
• Replacement of Business Assets
• Capital Acquisitions Tax
• Dividend Withholding Tax
• Close Company

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