Global Private M&A Guide - Limited External Content

United Kingdom

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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.

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

Frequency/market practice: Rarely.

Is a bring-down certificate at closing common?

Frequency/market practice: Rarely. The use of ‘bring-down’ certificates is rare.

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

Frequency/market practice: True and accurate in all material respects is common, but often carve-out for fundamental representations (e.g., title and capacity) 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. Double materiality is usually avoided.

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