Page 5 - Representation & Warranties Insurance

Contents

Notice to readers • Environmental/
Product Liability/Asbestos
2 M&A Disputes: Seller Indemnity • Compliance with Laws
versus Representations and Warranties • Intellectual Property
Insurance (RWI)
• Real Property and Tangible Property

3 Parties Involved in RWI • Fundamental Representations
• Taxes
4 Development and Overview of RWI • Labor Matters/Employee Benefits
• Business Practicev/Ordinary Course
7 Types of Specific Representations • Solvency
and Warranties Insured

18 Exclusions
8 The Underwriting Process
• Actual Knowledge
• Comparison of RWI Underwriting
Diligence and Deal Diligence • Multiple Exclusions
• Information Considered During RWI • Materiality
Underwriting Diligence • Working Capital Adjustments
(Duplicate Recovery)

10 Description of Typical Representations • Other Issues Identified in Due Diligence
and Warranties
• Financial Statements 20 Recovery of Losses
– Audited or Reviewed • Losses Calculated Based on the
– Materiality Underlying Transaction Agreement

– Interim Reporting • Adjustments to Loss Calculations Based
on Unique Terms of the Insurance Policy
– Normal Year-End Adjustments
• Mitigation
• Undisclosed Liabilities/Contingencies • Case Law

• Collectibility of Receivables
• Inventory 22 Resolution of a Claim
• Internal Controls • Claim Process

• Material Contracts • Subrogation
• Forecasts and Forward-Looking
Statements 24 Role of the Practitioner

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