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PLAYBOOK TEMPLATES

Underwriting Agreement

An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.

Representations & Warranties

Why This Matters: Inaccurate or overly broad representations can trigger costly indemnification claims and reputational harm. Clear, balanced warranties reduce the risk of post-closing disputes and financial liability.

Negotiation strategy

If you're the Lender:

Ensure that representations are specific and align with due diligence findings. Negotiate caps and time limits to limit exposure and avoid overly broad language.

If you're the Borrower:

Provide accurate and complete representations to build trust. Consider negotiating knowledge qualifiers to limit liability.

Essential elements

1

Financial Statements Accuracy

Ensure financial data is correct.
2

Authority Confirmation

Verify legal authority to contract.
3

Operational Compliance

Adhere to industry standards.

Action framework

ACCEPT

Propose edits when representations are too broad or misaligned with due diligence.

EDIT

Reject clauses that impose unreasonable liability or lack specificity.

ADD

Add language to cover missing representations or industry-specific requirements.

PRO TIP

Always align representations with due diligence findings to avoid future disputes.

Example clauses

FAVORABLE

Accurate Financial Representations

"The Seller represents and warrants that all financial statements provided are accurate and complete as of the date of this Agreement."
NEUTRAL

Knowledge-Based Warranty

"The Seller represents and warrants to the best of its knowledge that all financial statements are accurate and complete."
UNFAVORABLE

Overly Broad Representations

"The Seller represents and warrants that all aspects of its business are in perfect compliance with all laws."

Fallbacks

High-Risk Projects

In high-risk projects, ensure representations are detailed and include specific risk mitigation measures to protect against potential liabilities.

Cross-Border Transactions

For cross-border deals, include representations that address compliance with international laws and regulations to avoid jurisdictional issues.

Start-Up Acquisitions

In start-up acquisitions, focus on representations related to intellectual property and financial stability to safeguard investment.
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