Business sale agreements and share sale agreements are two common types of commercial contract whereby one party (the vendor) agrees to convey its business as a going concern (assets and goodwill) or the shares it owns in a company to another (the purchaser). There is no set form which such agreements must take and the underlying principle (subject to a few modifications) is that of caveat emptor. Invariably, the consideration being paid by the purchaser for the assets or shares will be significant, generally reflecting the perceived profitability of the business or company following an in-depth financial analysis of it and its most recent audited accounts. In this context, the purchaser will be keen to ensure that the vendor assumes liability for any statements made regarding the valuation of the