Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the...more
12/5/2024
/ Acquisitions ,
Buyers ,
Dispute Resolution ,
Due Diligence ,
Escrow Accounts ,
First-Party Coverage ,
Indemnity ,
Insurance Claims ,
Liability ,
Policy Exclusions ,
Premiums ,
Private Equity ,
Purchase Agreement ,
Representations and Warranties ,
Subrogation ,
Third-Party ,
Underwriting
Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more
10/11/2024
/ Basket Transactions ,
Breach of Contract ,
Buyers ,
Contract Terms ,
Contractual Safeguards ,
Damages ,
Deductibles ,
Escrow Accounts ,
Fraud ,
Holdbacks ,
Imputed Knowledge ,
Indemnification Clauses ,
Indemnity ,
Indemnity Claim ,
Materiality ,
Net Operating Losses ,
Post-Closing Rights ,
Purchase Agreement ,
Representations and Warranties ,
Risk Allocation ,
Sandbagging ,
Sellers ,
Third-Party
Net Working Capital (“NWC”) targets and purchase price adjustments are a nearly universal reality in private M&A deals, though often a neglected and misunderstood topic. To greatly simplify, the NWC target is the minimum...more
9/19/2024
/ Binding Contractual Rules ,
Business Assets ,
Business Expenses ,
Buyers ,
Buying a Business ,
Capital Requirements ,
Employee Retention ,
Escrow Accounts ,
Inventory ,
Operating Costs ,
Purchase Agreement ,
Purchase Price Adjustment ,
Representations and Warranties Insurance ,
Sellers