Series 79 practice questionmediumLegal due diligence – representations and warranties
When advising a seller in an M&A transaction, which acquisition-agreement term most directly limits the time during which the buyer may bring post-closing claims for breaches of representations and warranties?
- AMaterial adverse change (MAC) representation
- BFundamental reps relating to organization and authority
- CTax compliance representations
- DSurvival period for reps and warranties✓ Correct answer
Explanation
Why D — Survival period for reps and warranties
Limiting the survival period reduces the time frame during which a buyer can bring claims, directly limiting the seller's post-closing liability. MAC clauses, organizational, and tax reps are important, but survival period sets the liability window.
Turn it into reps
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