What to keep in mind
Negotiate representations, disclosures, indemnities, caps, baskets, survival periods, security and claims procedures.
Warranties that ignore what was disclosed or verified can lead to disproportionate disputes.
Distinctions often confused
A representation about company facts differs from security for payment of the purchase price.
Frequently asked questions
Can part of the price be retained as security?
Often, subject to the agreed holdback or escrow arrangement.
Are all seller warranties unlimited in time?
Not necessarily; their survival should be carefully negotiated.
Informational content. It is not a substitute for professional advice.