Representations and warranties are a marquee feature of virtually every significant transaction. Parties often conduct extensive due diligence but want specific assurances about important facts about which only the company would have the best information. These facts – e.g., the absence of liabilities or the presence of certain authorizations – can be few or great in number, and they vary according to the facts of the transaction. They are essential to most transactions. This program will provide you with a real-world guide to the differences between reps and warranties, the types and their remedies, and drafting.
• Differences between reps and warranties, and their remedies
• Relationship between diligence and reps and warranties – and what the law says about how one impacts the other
• Reps and warranties concerning tangible and intangible property – title, taxes, transfer restrictions
• Provisions covering revenue projections, financial statements, and customer lists
• Understanding the limits of reps and warranties – what you can ask for, what you can get
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