Representations and warranties are contractual statements made by the seller in an acquisition definitive agreement about the state of the business. Also called R&W or "reps and warranties," they describe the business at signing and closing, with breach triggering indemnification obligations to the other party. Buyers also give some reps, though to a lesser extent. R&W are typically the largest single section in a definitive agreement by page count and one of the most-negotiated. They are the seller's commitment that what the buyer thinks they're buying is what they're actually buying.
The major categories of seller reps in a typical M&A deal: organizational (the company exists, is in good stand...