Contractual Representation and Warranty-based Provision

A Contractual Representation and Warranty-based Provision is a contractual provision in which one or more contract parties make factual assertions or guarantees about certain aspects of the contract, the parties, or the subject matter of the agreement.

• AKA: Representation and Warranty Provision.
• Context:
  • It can cover various topics, such as the quality or performance of goods or services, the accuracy of information provided, the legal status or authority of the parties, and more.
  • It can (often) include:
    • a Subject of Representation or Warranty.
    • a Standard of Accuracy or Quality.
    • a Consequences of Breach.
  • It can range from being an Atomic Representation and Warranty Provision to being a Comprehensive Representation and Warranty Provision.
  • It can range from being a Single Element Representation and Warranty Provision, a Two Element Representation and Warranty Provision, to being a Many Element Representation and Warranty Provision.
  • It can range from being a General Representation and Warranty Provision to being a Contract-Specific Representation and Warranty Provision.
  • It can range from being an Unconditional Representation and Warranty Provision (where the representation or warranty is made without any qualifications) to being a Conditional Representation and Warranty Provision (where the representation or warranty is subject to certain conditions or limitations).
  • It can apply to different phases of the contract life cycle, affecting due diligence, execution, and post-execution phases.
• Example(s):
  • an Industrial Equipment Sale Contract that includes warranties on the quality and longevity of the machinery.
  • a Real Estate Purchase Agreement that contains representations about the legal status of the property and its compliance with zoning laws.
• Counter-Example(s):
  • Informal Agreements, which often lack formal representations and warranties.
  • Oral Contracts, where such provisions are not documented and hence less enforceable.
• See: Indemnity Provision, Non-Disclosure Agreement.

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