Commercial Agreement Representations, Warranties, Covenants, Rights, and Conditions

Summary

Terms addressing representations, warranties, covenants, rights and/or conditions are found in nearly all commercial agreements. Despite their prevalence, practitioners and contracting parties often do not fully appreciate the rights and obligations created by the use of these interrelated terms when included in their agreements. As failure to comply with such terms can result in a party being in breach of contract and subjected to significant liability, it is important for counsel to ensure that clients fully understand the nature of these terms, and that they are properly drafted in agreements to effectively memorialize the intent of their clients.