Big Boy Provision (M&A Glossary)

Summary

A provision stating that the applicable party has relied solely on the representations and warranties set forth in the acquisition agreement. The purpose of this provision is to limit the liability of the seller for statements made outside of the acquisition agreement. The Delaware Chancery Court has limited the enforceability of big boy provisions in certain situations, such as extra-contractual misrepresentations, by requiring that the provision be written as an affirmative statement by the aggrieved party, not just in the boilerplate language of an integration or entire agreement clause.