Representations and warranties | Japan | Global Private M&A Guide - Limited External Content

Representations and warranties

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Representations and warranties Start Comparison

Materiality in representations — how is it quantified (e.g., by a USD amount)?

Frequency/market practice: Fairly common; materiality qualifiers are commonly seen but are often not quantified (other than specific warranties, e.g., contract value).

How is knowledge qualified (e.g., specific people, actual/constructive knowledge)?

Frequency/market practice: Knowledge qualifiers depend on risk-sharing in the deal. They are often limited to the actual knowledge and due enquiry of a specified list of senior management.

Is a warranty that there is no materially misleading/omitted information common?

Frequency/market practice: Rarely; it is not very common but is negotiable depending on the buyer's bargaining power and the extent of disclosed information during the course of due diligence.

Is disclosure of the data room common?

Frequency/market practice: This is becoming more common where a UK or Australian seller is involved.

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