In the twelfth presentation at the Exit Strategies Workshop 2012, Steve Lukas describes why you should fear the Representations and Warranties.
Highlights of Part 12 – Fear the Representations and Warranties:
- What is a representation and warranty?
- What is a covenant? What is a condition?
- Disclosure, Insurance and Risk allocation
- Make representations true!
- Schedule exceptions – i.e., “Except as set out in Schedule “X”
- Qualify representations – i.e., “to my knowledge”
- Representation from Purchaser that it knows of no breach
- Limit financial exposure to purchase price or lower (and only your portion?)
- Actual knowledge, After inquiry