Cover Every Occurrence with Representation and Warranty Insurance

Representations and warranties insurance (also referred to as reps and warranties insurance, RWI, or R&W insurance) is designed specifically to cover losses resulting from unknown breaches for all of a seller's representations and warranties in a private acquisition agreement. This achieves three main objectives: (1) to supplement a buyer's existing indemnification limits (i.e., indemnity cap, survival periods, etc.), (2) to provide coverage to a buyer in lieu of traditional indemnification limits, essentially replacing a buyer's remedy for breaches related to representations and warranties under the purchase agreement, and (3) as a means of backstopping a seller's existing escrow/indemnification obligation to the buyer. This comprehensive practice note covers the fundamentals of RWI, including underwriting policies and dealing with claims.

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Related Content

• Market Trends 2023: Representations and Warranties Insurance
  Access recent trends in the use of RWI, including links to a variety of publicly-filed deal documents for examples and strategies.

• Representations and Warranties Policy Selection Checklist
  Utilize this checklist to quickly ascertain the key differences between transactions with and without RWI.

• Stock Purchase Agreement (Representations and Warranties Insurance) (Pro-Buyer) (DE)
  Start your drafting with this complete stock purchase agreement template, customized for deals involving RWI policies.

• Indemnification Clauses (Representations and Warranties Insurance)
  Use this indemnification clause to properly account for RWI in your next deal when you already have a base agreement.

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