What Are Reps and Warranties and Why Have Them

Representations and Warranties When Selling a Business

Tampa Bay Roofing Co for sale. 883-90416 Legacy Venture Group Broker-Brian Stephens

Selling a business, particularly in the construction industry, involves numerous critical steps, with representations and warranties being essential for a smooth transaction. Understanding these components is vital for both sellers and buyers to navigate the complexities of selling a construction business successfully.

Understanding Representations and Warranties

Representations are factual declarations made by the seller to encourage the buyer to enter into the contract. Unlike mere opinions or sales puffery, these are specific assertions about the business that the buyer relies on. However, representations might not always be entirely accurate for various reasons.

Warranties serve as indemnities. If a representation proves to be false, a warranty ensures that the buyer is compensated for any resultant loss. Essentially, warranties protect the buyer from inaccuracies in the seller’s assertions.

Covenants are promises that certain actions will or will not be taken. For instance, a non-compete clause is a common covenant where the seller agrees not to start a competing business within a specified period.

Key Elements of a Business Transaction

To sell a construction business successfully, several steps must be meticulously followed:

  1. Prepare the Company for Sale: Ensure that the business is in optimal condition and ready for sale.
  2. Market the Company and Identify Buyers: Use effective strategies to attract potential buyers.
  3. Qualify Buyers and Conduct Preliminary Due Diligence: Assess the qualifications of potential buyers and perform initial due diligence.
  4. Structure the Deal: Define the transaction’s terms and conditions.
  5. Conduct Confirmatory Due Diligence and Draft Purchase Agreement: Thoroughly investigate and draft a comprehensive purchase agreement.
  6. Negotiate Representations and Warranties: Finalize the terms of representations and warranties in the agreement.
  7. Complete Closing and Post-Closing Integration: Finalize the sale and ensure a smooth transition and integration post-closing.

Types of Representations and Warranties

Representations and warranties cover various areas, including:

  • Organization: The business is duly organized, in good standing, and has the authority to enter into the transaction.
  • Financial Statements: Financial statements are accurate, fairly presented, and comply with generally accepted accounting principles (GAAP).
  • Title to Property: The company has good title to its properties, free from liens, and in good repair.
  • Taxes: All taxes have been filed and paid, with no disputes or outstanding liabilities.
  • Absence of Undisclosed Liabilities: No material undisclosed liabilities exist as of the financial statement date.
  • Intellectual Property: The company owns or has the right to use all intellectual property without infringing on others’ rights.
  • Material Contracts: All significant contracts are listed, valid, and enforceable.
  • Litigation: There are no ongoing or pending lawsuits or investigations.
  • Compliance with Laws: The company complies with all relevant laws and regulations.
  • Employee Matters: The company maintains good employee relations and complies with labor laws.

Drafting and Negotiating Representations and Warranties

When drafting and negotiating representations and warranties, consider the following:

  • Express Representations: Clearly state and define all material items. These should be explicit to avoid misunderstandings and potential tort claims.
  • Material Adverse Change: Include provisions that trigger rights if significant negative changes occur.
  • Define Central Terms: Ensure all key terms are well-defined, including materiality and GAAP compliance.
  • Examples and Illustrations: Provide examples to clarify key provisions.
  • Remedies for Breach: Clearly outline the remedies available in case of a breach, such as termination or modification of the contract.
  • Notice, Term, and Cure Provisions: Define the procedures for notice, duration, and opportunities to remedy breaches.

Practical Tips for Sellers

  • Thorough Preparation: Ensure all business records are accurate and up to date.
  • Full Disclosure: Be transparent about potential issues to avoid disputes later.
  • Balanced Negotiation: Aim for fair terms that protect both parties’ interests.

Handling Breaches and Insurance

If a warranty is breached, sellers must:

  • Provide Notice: Inform the buyer of the breach.
  • Attempt Collection: Seek compensation through various means, including escrow or offsets.

Representation and Warranty Insurance is available but often expensive and not widely used. More common are other insurance arrangements to address specific liabilities, such as environmental issues.


Representations and warranties are foundational to selling a business, particularly in the construction industry. By understanding their significance and preparing adequately, sellers can facilitate a smoother transaction and protect their interests. For those wondering, “what is my company worth?” and seeking a reliable Construction Business Valuation, partnering with a knowledgeable Construction Business Broker is crucial. A Construction Business Broker can guide you through the process, ensuring that all aspects, including representations and warranties, are meticulously handled. Whether you’re planning to sell your construction business soon or exploring options, understanding these terms will undoubtedly work to your advantage.

If you’re considering selling your business and asking, “what is my company worth?” ensure you have a robust understanding of the valuation process. Conduct a thorough Construction Business Valuation to provide an accurate picture of your business’s worth and make informed decisions throughout the transaction.


Whether you’re selling a roofing company, an electrical contractor, Plumbing company, HVAC company, fencing, Maury, other company, tied to the construction industry, you’re going to run into a time where when going on a contract the buyer is going to make sure there is a reps of warranty section. You need to make sure that you fully understand the obligations and responsibilities of this. Well, this is a general overview written by a business broker, who is not an attorney, sitting down with a qualified attorney that fully understands this associate transition,


In the mergers and acquisition process, working with Business Brokers, etc. will be highly beneficial to you. In fact, if you begin to do do diligence on your own company and organize your data and information, you got a find that you’re gonna be far better off and more like this so your business for a great price. Again you can sit down with a great Business Broker and review some of the overview of the needs. It’ll also be highly beneficial with the time is right to make sure that you’ve engaged the right attorney to protect you in the process. With your threats state of Florida, and the United States were just visiting. Our local office started in Tampa, come visit one of her people. Legacy is Tampa Business Brokers can help you out in a heartbeat. But we can also help you from around the country.

Asking yourself “When should I sell my business?” https://buybizusa.com/seller-registration/ 

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  • When business owners begin to ask questions, like: Can I sell my business? What’s my business worth? Who could help me sell my business? And how do I get a good business Valuation? Legacy Venture Group’s Tampa Bay Business Brokers love to help provide answers. We have tried to take the time to give examples for each of the definitions in our database. But we always recommend that you always check with a qualified attorney when you are unsure, as well as an accountant when you not sure about the numbers and you’re looking to sell a business