WileyonMediaMay 4th, 2021
FiledMay 4th, 2021One of the most heavily negotiated parts of a purchase agreement is often the seller’s representations and warranties – and for good reason. The seller’s reps and warranties serve three very important purposes in a purchase agreement: (1) they constitute what the seller is willing to tell the buyer as being true about the assets at the time of signing the agreement, (2) they are tested at closing when the seller needs to re-certify to the buyer that those same things are still true about the assets and (3) they can form the basis of an indemnification claim if the buyer discovers a problem after closing.