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Hello, I'm an adviser with JA and I will try to help you.
Please note the following:
I cannot examine the share purchase agreement here, as that would be a Premium Service to be arranged separately.
However, I am happy to provide you with a general answer on the time limitations.
Please note that this service is meant for expert information, not legal advice. Therefore, if you need advice on specific aspects of the purchase agreement, you should consult a solicitor (link above).
Under English law, a claim for breach of contract must in general be brought within a six-year period.
Where an agreement is signed as a deed, the period is extended to 12 years.
However, it is possible for the parties to agree on a shorter contractual limitation period.
A contractual limitation period is a form of exclusion clause often incorporated into a Share Purchase Agreement and provides that the buyer is to notify the seller within an agreed period of any warranty or indemnity claims that come to light following completion of the purchase.
This "chat" service is not intended for legal advice.
And the exam of contracts/documents is a Premium Service.
As an average, the contractual limitation period for making claims is from eighteen months to two years.
Any claim raised after the contractual limitation period is highly likely to be dismissed.
For tax claims, the contractual limitation period is usually of six or seven years, and this is a consequence of the fact that the purchaser does not want to be liable for the tax accrued before the purchase nor prevented from claiming that tax from/being indemnified by the seller.
Six years is the "default" time limitation in England for any action for breach of contract.
In the case of a purchase, it would normally start from the date of the effects of the purchase.
Yes, as I said, there can be contractual limitation clauses that "replace" the standard term.
A Premium Service is a service for which a fee should be arranged separately.
I hope this information is helpful and I wish you the best.
Please do not hesitate to contact JA again, posting a new question, if you need further help and you may ask to speak with me directly if you wish.
You are welcome.