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Part III Particular Contractual Provisions, 20 Conditions, Warranties, and Indemnities

From: McMeel on The Construction of Contracts (3rd Edition)

Gerard McMeel

From: Oxford Legal Research Library (http://olrl.ouplaw.com). (c) Oxford University Press, 2023. All Rights Reserved.date: 05 February 2023

Formation of contract — Interpretation of contract — Performance of contract — Letters of indemnity and damages — Delivery warrants

This chapter examines contractual provisions on conditions, warranties, and indemnities. It first characterizes conditions, their varieties, as well as the nature of discharge or termination associated with conditions. Next, the chapter turns to warranties. After a brief introduction to the subject, the chapter focuses more specifically on case examples of warranties in business acquisition contracts. In English law of contract, conditions and warranties have myriad meanings in the field, with multiple contexts and distinctions which this chapter explores in more depth. Finally, the chapter discusses indemnities and the construction of indemnity clauses. An indemnity clause usually provides that if one party (‘the indemnified party’) incurs a liability to a third party to the contract as a result of the performance of the contract, they shall be entitled to be indemnified by the other party (‘the indemnifier’) against that liability.

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