Representations and warranties in a business purchase agreement are facts and promises about what is sold. They are assertions or assurances given by the parties and are typically one of the most negotiated sections of the agreement.
The seller usually makes a number of representations about the business, which the buyer relies on being true and correct and to assist in their due diligence.
Buyer’s representations and warranties focus on statements of facts and assurances regarding the buyer and its standing, specifically about their ability to purchase the business.