Parties spend a lot of time negotiating representations and warranties in commercial real estate purchase and sale agreements. But do they end up with what they need? Or is this an elaborate dance that falls short of affording appropriate protection to each party? This advanced program discusses issues that typically arise, but often are inadequately addressed, in negotiating representations and warranties and offers practical solutions, including:
- What exactly are a "representation" and a "warranty"? Do you really know the difference? Does it matter?
- Which reps and warranties are "market"? Does it depend on deal size, negotiating leverage, geographic area, or other factors? When is the other party overreaching or getting greedy?
- Which reps and warranties are "no brainers"? Which ones are within the bounds of reasonableness? Which ones are true outliers?
- Are mid-stream changes in the accuracy of seller's reps or warranties a seller default or a failure of condition? When should seller be allowed to modify its reps and warranties?
Kevin L. Shepherd, Partner, Venable LLP
For more information, please visit the American Bar Association event page.