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Cover Every Occurrence with Representation and Warranty Insurance

April 23, 2024 (2 min read)

Representations and warranties insurance (also referred to as reps and warranties insurance, RWI, or R&W insurance) is designed specifically to cover losses resulting from unknown breaches for all of a seller's representations and warranties in a private acquisition agreement. This achieves three main objectives: (1) to supplement a buyer's existing indemnification limits (i.e., indemnity cap, survival periods, etc.), (2) to provide coverage to a buyer in lieu of traditional indemnification limits, essentially replacing a buyer's remedy for breaches related to representations and warranties under the purchase agreement, and (3) as a means of backstopping a seller's existing escrow/indemnification obligation to the buyer. This comprehensive practice note covers the fundamentals of RWI, including underwriting policies and dealing with claims.

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