Representations and warranties checklist

This tool turns the key representations and warranties topics and common negotiation pitfalls into a checklist, so you can review them with your lawyer before signing the purchase agreement.

R&W ready for signing = core topics covered + disclosure schedule aligned + pitfalls avoided

Review representations and warranties

Mark each item as covered, pending, or not applicable based on your draft purchase agreement and disclosure schedule.

Core R&W topics

Corporate authority and power to sell
Financial statement accuracy and no material misstatements
Tax compliance (filings, credits, no material liabilities)
Labor compliance (contracts, benefits, social security)
IP and software ownership
Material contracts (customers, suppliers, leases)
Litigation, proceedings and contingencies
Environmental matters and regulatory permits
Disclosure schedule with documented exceptions

Common pitfalls

Overbroad reps without qualifications
Survival period too short
Indemnity cap too low for business risk
No basket/deductible or basket too high
No knowledge qualifier where appropriate

For a cleaner PDF, turn off "Headers and footers" in the browser print dialog.

Gaps if you sign as-is

Overbroad reps without qualifications
Survival period too short
Indemnity cap too low for business risk
No basket/deductible or basket too high
No knowledge qualifier where appropriate

Questions for your lawyer

Does the disclosure schedule capture every exception to the financial and tax reps?
Is the survival period long enough for tax and labor liabilities typical in Mexico?
Does the cap and basket match the risk profile disclosed in diligence?

Address the gaps above before signing or negotiating the purchase agreement.

Why use this R&W checklist?

Representations and warranties define what the seller states about the business at closing and what remedies the buyer has if something proves false. In Mexican mid-market deals, tax, labor and IP are often the highest-risk areas. This checklist is for the stage between LOI and definitive agreement.

When you receive the purchase agreement draft and need a control list before legal review.
When you want to align the disclosure schedule with what was revealed in diligence.
When you negotiate cap, basket, survival and knowledge qualifiers.

How to interpret the results?

Each pending topic is a point the buyer can use to adjust price, require escrow or delay closing. Common pitfalls (overbroad reps, short survival, low cap) indicate negotiation imbalance, not necessarily a deal breaker. The goal is to reach the conversation with your lawyer with a prioritized list.

What other tools and guides to review?

Representations and warranties (glossary)

LOI (glossary)

Due diligence in Mexico (guide)

Guide to selling a business in Mexico

Prepare your data room (guide)

Well-negotiated R&W reduce post-close surprises and protect the agreed price. For full closing context, see the due diligence in Mexico guide.

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Representations and warranties checklist | Capital En Orden