Representations and Warranties
Contract statements about the business — financials, title to assets, litigation, taxes — that the seller stands behind.
Last updated September 5, 2026
Representations and warranties (reps and warranties) allocate risk if a statement in the purchase agreement turns out to be false. Buyers rely on them for matters that diligence cannot fully prove. Survival periods, caps, baskets, and knowledge qualifiers determine how useful they are after closing. They are negotiated in the purchase agreement, not in a listing blurb.