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.