Shares Purchase Contract (Representation & Warranty Insurance, No Seller Indemnity)

The "Shares Purchase Contract (Representation & Warranty Insurance, No Seller Indemnity)" is a legal template that outlines the terms and conditions for the purchase of shares in a company. This particular contract incorporates the use of representation and warranty insurance, which is a specialized insurance policy that provides financial protection to the buyer in case the seller's representations and warranties are inaccurate or breached.

The primary focus of this contract template is on the allocation of risk and responsibility between the buyer and the seller. Unlike traditional shares purchase contracts, where the seller provides indemnification to the buyer for any losses incurred due to breaches of warranties, this contract does not have a seller indemnity provision. Instead, it incorporates the use of representation and warranty insurance to shift the risk to a third-party insurer.

The contract will typically include provisions covering the purchase price, the transfer of shares, and the conditions precedent for closing the transaction. It will also outline the representations and warranties made by the seller regarding the shares being sold, the financial condition of the company, any ongoing litigation or regulatory issues, and other material aspects of the business.

In addition, the template will address the buyer's right to carry out due diligence on the company, including financial and legal assessments, as well as any limitations on the seller's liability. It will specify the details of the representation and warranty insurance policy, such as coverage limits and the process for making claims under the policy.

Overall, this legal template provides a framework for a shares purchase contract that utilizes representation and warranty insurance, allowing the buyer to mitigate risks associated with inaccuracies or breaches of the seller's representations and warranties without relying solely on the seller's indemnification.