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 not often 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 are usually based on constructive knowledge (after due inquiry), although actual knowledge standard is also used. They are commonly limited to a list of specified persons or groups of persons (selling shareholders and key managers and directors).

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

Frequency/market practice: Common.

Is disclosure of the data room common?

Frequency/market practice: Fairly common; this is common if the seller has a strong bargaining position.