Buyers Beware: Non-Reliance Provisions in M&A Agreements

A non-reliance provision requires a buyer to specifically disclaim reliance on any extra-contractual representations and warranties made by a seller to a buyer. Express non-reliance provisions have become an increasingly common feature in M&A agreements, and can effectively limit a buyer’s ability to bring fraud claims post-closing against a seller. With such high stakes, buyers should be aware of the post-closing implications of a non-reliance provision.

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