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products / Warranty & Indemnity Insurance

Warranty & Indemnity Insurance

We cover risks arising out of the Representations & Warranties in real estate M&A transactions.

Unlike Title Insurance and Legal Indemnities, which cover risks in purchases of real property, Warranty & Indemnity Insurance covers risks in acquisition of companies.

Buy-side: In cases where the Seller limits its exposure to indemnity by the terms of the Agreement, or where the Seller is a special purpose entity with no future ability to pay indemnity, a Warranty & Indemnity policy may be sought by the Buyer to back the Seller’s representations.

Sell-side: In cases where the Seller determines that it is not willing, or is not able, to stand behind representations in a Sale & Purchase Agreement, the Seller may purchase a Warranty & Indemnity policy, to protect itself against claims for breach of its warranties.

As experts in the legal risks of real estate, Secure Legal Title covers warranties relating to the transaction, including:

  • Title to the Shares in the acquisition target company
  • Capacity of the selling company to enter into the transaction
  • Authority of the corporate officer to execute the Sale & Purchase Agreement
  • The target’s title to its real estate properties