Warranties That Work, Reps That Reassure

When negotiating an acquisition agreement, representations and warranties serve as a critical means for the buyer to obtain assurances about the target company’s operations, liabilities, and financial health. These contractual statements form the basis for allocating risk between buyer and seller, and any inaccuracies—whether innocent or intentional—can lead to indemnification claims or even litigation. This practice note provides an in-depth examination of seller and buyer representations, including when and how to deploy materiality and knowledge qualifiers and handle industry-specific issues like environmental compliance or data privacy. For attorneys navigating complex or highly customized transactions, the guidance here offers a rich roadmap for negotiating representation and warranty terms that are both defensible and commercially effective.

Read now »

Related Content

• Insurance Representation Clause
  Explore how specific insurance representations help allocate risk around policy coverage, premium payments, and potential exclusions—especially vital in industries with mandatory coverage or litigation exposure.

• Product Warranty, Recalls, and Product Liability Representations Clause
  Learn how sellers can frame representations to disclose historical product issues while managing future liability tied to consumer goods, safety regulations, and litigation trends.

• Key Representations and Warranties in Acquisition Agreements (Chart)
  Track how buyers and sellers typically position themselves when negotiating reps and warranties including how materiality and knowledge qualifiers affect each party.

• Anti-Corruption Representations and Warranties
  Gain insight into how anti-bribery and anti-corruption reps are structured to mitigate FCPA and global compliance risks in cross-border deals.

• Market Trends 2024: Representations and Warranties Insurance
  Review the latest deal data and drafting developments in RWI, including its increasing prevalence and its effect on deal terms such as indemnification.

Practical Guidance Updates 
Featuring the latest updates from your Practical Guidance account. 

• What’s New in Practical Guidance  
  Discover the newest Practical Guidance content and resources in  this update. This guide is designed to help you find the tools and insights you need to work more efficiently and effectively.   

• New! Practical Guidance Journal, 2025 Second Edition features guidance for regulating AI in the workplace in 2025, Intellectual Property issues related to deepfakes, the emergence of AI in mergers and acquisitions, and a checklist to help when evaluating AI technology risks.
• Generative Artificial Intelligence (AI) Resource Kit is a collection of current guidance on generative AI, ChatGPT, and similar tools.
• Learn about the 2600+ leading attorney authors contributing to our 26 practice areas in the Practical Guidance Author Center. Interested in becoming a Practical Guidance author? Click here for details. Practical Guidance is committed to amplifying diverse voices of attorneys across all differences, including gender and race.
• Legal Developments provide the latest updates and analyses of emerging topics impacting your practice area. Visit the Legal Developments page to see the latest topics, which also include breaking legal news and related Practical Guidance content.
• Document alerts allow you to stay current on legal developments that affect your practice. Find out how to set up your document alerts.
• Public Interest, Pro Bono, and Non-Profit Resource Kit offers valuable guidance for those providing pro bono legal services and assisting non-profit organizations and public interest groups. It includes useful content on topics including tenant's rights, fair housing and lending, discrimination, immigration, and general non-profit resources.
• Click here to review the robust and growing collection of more than 150+ data points from publicly filed transactions available in Market Standards.

PRACTICAL GUIDANCE CUSTOMER EMAIL EDITION ON THE WEB

Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+