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Plc Law Share Purchase Agreement

The buyer claimed that it was not aware of the problem and that the buyer`s accountants had not informed it of the problem they had discovered. The Court held that the buyer`s actual knowledge destroyed any right to a breach of the warranty, but constructive knowledge would not prevent the buyer from relying on the knowledge-saving clause contained in the contract; However, the most difficult question was whether the actual knowledge included knowledge (i.e. the knowledge of the buyer`s agents). In this case, the Court held that the knowledge of the buyer`s representatives could not be regarded as that of the buyer, unless the contract preeciated it. In light of this case, a seller could endeavor to integrate the knowledge of agents and consultants into the knowledge-saving provision, but the facts in the case itself show the importance for a buyer to object to such a provision. Historical differences between British and American practices are increasingly coming internationally. Although this is only an intermediate application and not a final decision, the present case raises doubts as to the feasibility of such provisions. . . .

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