Repetition of representations and warranties
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Repetition of representations and warranties Start Comparison
Is it common to repeat warranties at closing?

Frequency/market practice: Fairly common; however, this is not a formal repetition, but instead a buyer will typically request that the representations and warranties be given as of signing and closing; it is standard for this to apply to fundamental warranties (e.g., title, capacity). With regard to operational warranties, it is more difficult to get a seller to also give the representations and warranties as of closing, in particular regarding representations and warranties that are outside the seller's control (e.g., no litigation, product liability cases, etc.). In cases of representations and warranties being insured by W&I insurance, it is, for the purposes of the W&I insurance, common to provide for a formal process regarding the bring-down of representations and warranties as of closing.

Is it common to repeat warranties at all times between signing and closing?

Frequency/market practice: As stated above, the representations and warranties are typically given as of signing and — at least partially — as of closing. Insofar, there is a formal repetition.

Is a bring-down certificate at closing common?

Frequency/market practice: Rarely; Bring-down certificates are typically required in case of a W&I insurance, if and to the extent representations and warranties are given as of the closing date.

What is the applicable repetition standard, e.g., true in all material respects or Material Adverse Effect?

Frequency/market practice: Fairly common; true and accurate in all material respects is common but often carve-out for fundamental representations, which must be absolutely true.

Is double materiality common (a materiality qualification in bring-down at closing and in representation(s))?

Frequency/market practice: Rarely.