Representations and Warranties Insurance Covenant Clause

Summary

This Representations and Warranties Insurance Covenant Clause may be used in an acquisition transaction in which a representations and warranties (R&W) insurance policy will be a source for claims under the parties' indemnification obligations. This clause includes practical guidance, drafting notes, and an alternate clause. In the default clause, the parties agree to cooperate in obtaining a R&W insurance policy; if the parties have already obtained a draft policy binder, it may be attached to the acquisition agreement. For further discussion of R&W insurance in M&A transactions, see Representations and Warranties Insurance Policy Selection and Representations and Warranties Insurance Drafting and Counseling Considerations. For additional clauses, see Indemnification Clauses (Representations and Warranties Insurance) and Representations and Warranties Insurance Closing Condition Clause. For a comprehensive list of and links to resources in the Corporate and M&A practice area, see Asset Acquisition Resource Kit, Stock Acquisition Resource Kit, Private Merger Transaction Resource Kit, Public Merger Transaction Resource Kit, and M&A Provisions Resource Kit. To explore market trends and view representative transaction agreements of publicly filed transactions, see Market Trends 2023: Representations and Warranties Insurance. Click here to see recent examples of publicly filed transaction agreements that reference representations and warranties insurance and are found in Market Standards—M&A, the Practical Guidance database of publicly filed M&A deals that enables users to search, compare, and analyze transactions using 150+ M&A deal points to filter search results. You can customize any search to your needs by adding filters or modifying the search criteria.