M&A Boot Camp booklet 2023 - Flipbook - Page 57
Types of Representations & Warranties
“Catch-all” Representations
No undisclosed liabilities representation
“Target has no accrued, contingent or other Liabilities of any nature, either matured or
unmatured (whether or not required to be reflected in financial statements in
accordance with generally accepted accounting principles, and whether due or to
become due), except for: (a) liabilities identified as such in the “liabilities” column of the
Most Recent Balance Sheet; (b) accounts payable that have been incurred by Target
since the date of the Most Recent Balance Sheet in the ordinary course of business and
consistent with Target’s past practices; (c) liabilities under the contracts identified in
Part 2.6 of the Disclosure Schedule, to the extent the nature and magnitude of such
liabilities can be specifically ascertained by reference to the text of such contracts; and
(d) the liabilities specifically identified in Part 2.6 of the Disclosure Schedule.”
Full disclosure representation
“None of the Transactional Agreements contains or will contain any untrue statement of
fact; and none of the Transactional Agreements omits or will omit to state any fact
necessary to make any of the representations, warranties or other statements or
information contained therein not misleading.”
Hogan Lovells US LLP
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