Reps and Warranties
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
Reps and Warranties is the section of a purchase agreement where the seller states specific facts are true: the financials, the assets, and that nothing material was hidden. A false statement gives the buyer a contract remedy after closing, separate from whatever due diligence already caught. Verified revenue narrows what the section has to carry, since a buyer only needs a promise covering what they could not check.
How a Breach Gets Remedied
A breach is a claim under the signed agreement, not a fresh negotiation. The buyer's first stop is whatever remedy the agreement names: repayment from a holdback already set aside, indemnification up to an agreed cap, or in the worst case a lawsuit over the contract itself. None of that requires reopening due diligence, because the promise was made precisely so the buyer would not have to keep checking after signing. A holdback tied to the same representations is the practical version of this on smaller deals. The money that would fund a claim is already sitting in escrow, instead of somewhere the seller could spend it first.