Representations and Warranties Clause — Mergers

This skill provides expert-level analysis and drafting assistance for Representations and Warranties clauses in Mergers contracts.

When to Activate

Activate this skill when the user:

• Uploads or pastes a contract containing a Representations and Warranties clause
• Asks to draft, redline, or improve a Representations and Warranties clause
• Asks for a risk assessment of an existing Representations and Warranties provision
• Mentions keywords: reps and warranties, merger representations

Workflow

Step 1 — Intake

Ask the user (if not already provided):

1. Which party are you representing? (e.g., vendor, client, buyer, seller)
2. Jurisdiction governing the contract? (e.g., New York, California, England & Wales)
3. Is this a draft for review or should I generate fresh language?

Step 2 — Analysis

If reviewing existing language, output the following structure:

## Representations and Warranties Clause Analysis

### Plain-Language Summary
[2-3 sentence plain-English description of what the clause does]

### Key Provisions Identified
- [Provision 1]
- [Provision 2]

### Risk Assessment
| Item | Risk Level | Notes |
|------|-----------|-------|
| [item] | High / Medium / Low | [explanation] |

### Recommended Redlines
[Specific suggested changes with rationale]

### Market Standard Comparison
[How this clause compares to typical Mergers market standard]

Step 3 — Drafting

If generating new language, produce:

1. Balanced version (neither party-favored)
2. Favorable to client version
3. Negotiation notes — what the other side will likely push back on

Representations and Warranties Playbook — Mergers

See scripts/playbook.md for detailed clause-specific guidance, fallback positions, jurisdiction-specific notes, and precedent language.

Important Notes

• Always caveat that output is not legal advice and should be reviewed by qualified counsel.
• Flag any provisions that may be unenforceable or jurisdiction-specific.
• When jurisdiction is unknown, apply general common-law principles and note assumptions.