A basket sets a threshold that indemnification claims must exceed before the seller has any obligation.

A bring-down certificate confirms at closing that representations remain accurate as of that date.

Disclosure schedules identify exceptions to the representations, defining what the seller is not warranting.

An escrow holdback retains part of the purchase price to secure the seller's indemnification obligations.

An indemnification cap limits the seller's maximum exposure for breaches of representations and warranties.

A knowledge qualifier limits a representation to matters within the knowledge of specified individuals.

A material adverse change clause permits a buyer to terminate where the target suffers a significant deterioration before closing.

Material adverse effect is the defined threshold qualifying representations and conditions throughout a transaction agreement.

A materiality scrape disregards materiality qualifiers when determining breach or calculating indemnifiable losses.

Representation and warranty insurance covers losses from breaches of transaction representations, shifting risk from seller to insurer.

Representations and warranties are statements of fact about the business that allocate risk and support indemnification claims.

A sandbagging clause addresses whether a buyer may claim indemnification for a breach it knew about before closing.

A survival period defines how long representations remain actionable after closing.