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🔄 '''Warranty repeater clause''' is a contractual provision in a [[Definition:Purchase agreement | purchase agreement]] that deems the [[Definition:Representation and warranty | representations and warranties]] made at the signing date to be restated and repeated at a subsequent date — most commonly at closing — as though made anew at that later point in time. In insurance-related [[Definition:Mergers and acquisitions (M&A) | M&A]] transactions and [[Definition:Warranty and indemnity insurance (W&I insurance) | W&I insurance]] placements, this clause is significant because it extends the window during which facts must remain as warranted, effectively requiring that the warranties remain true not only when the deal is signed but also when it completes, which may be weeks or months later.

⚙️ Between signing and closing, material changes can occur in the target business — a major [[Definition:Claims management | claim]] may emerge against an insured portfolio, a key [[Definition:Regulatory compliance | regulatory]] approval may lapse, or financial performance may deteriorate. Without a repeater clause, warranties would only need to be accurate as of the signing date, and the buyer would bear the risk of intervening developments. With the clause in place, any material change that renders a warranty inaccurate at closing constitutes a [[Definition:Warranty breach | breach]], potentially giving the buyer the right to refuse to close, negotiate a price adjustment, or, if the deal completes, pursue an [[Definition:Indemnification | indemnity]] claim. For [[Definition:Warranty and indemnity insurance policy (W&I insurance policy) | W&I insurers]], the repeater clause broadens the exposure window because coverage must account for breaches that may arise from events occurring after signing but before closing — a period known as the interim or gap period.

🎯 Deal practitioners and W&I underwriters pay close attention to repeater clauses because they can meaningfully affect both deal risk and insurance coverage. In transactions involving [[Definition:Insurance carrier | insurance companies]] or [[Definition:Managing general agent (MGA) | MGAs]], the interim period carries particular sensitivity: a catastrophic loss event, an adverse [[Definition:Reserving | reserve development]], or a regulatory enforcement action during the gap could fundamentally alter the target's value and trigger warranty claims. Some purchase agreements qualify the repeater by adding a [[Definition:Warranty qualifier | materiality threshold]] or by requiring the seller to notify the buyer of any intervening changes through a "bring-down" disclosure process. W&I insurers may address the gap period risk through specific policy terms, sometimes excluding losses caused by events the buyer became aware of between signing and closing. Across jurisdictions, the enforceability and interpretation of repeater clauses vary — in some civil law systems, the concept may be handled differently through condition precedent mechanisms — making local legal advice and tailored insurance structuring essential.

'''Related concepts:'''
{{Div col|colwidth=20em}}
* [[Definition:Representation and warranty]]
* [[Definition:Warranty breach]]
* [[Definition:Warranty and indemnity insurance (W&I insurance)]]
* [[Definition:Warranty qualifier]]
* [[Definition:Closing condition]]
* [[Definition:Material adverse change (MAC)]]
{{Div col end}}

Definition:Warranty repeater clause - Revision history

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