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: Materiality qualifiers are common, and the materiality qualifiers are usually quantified by certain amounts.

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

Frequency/market practice: It varies from deal to deal. Usually, the warranties are qualified by either limiting the knowledge to a list of key persons, or by implied/actual/constructive knowledge, or by knowledge known within specific bodies within the target company, such as the board meetings or a combination of all these qualifiers.

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

Frequency/market practice: This is often requested by buyers but commonly resisted by sellers.

Is disclosure of the data room common?

Frequency/market practice: It has become common in recent years, depending on the quality of disclosure.