R&W

Law & Legal abbreviation · Contract

R&W
Stands forRepresentations and warranties
CategoriesLaw & Legal

R&W stands for Representations and warranties, a contract abbreviation.

Statements of fact one party makes in a contract about itself, its business or the subject of the deal, such as financial statements, legal compliance, title to assets and absence of litigation. In acquisitions they allocate risk: if one proves false, the buyer may refuse to close or claim indemnification.

Example: The seller's R&W on environmental compliance survive closing for three years.

Usage notes

Strictly, a representation is a statement of fact that induces the contract, while a warranty is a promise that a fact is true, but deal lawyers usually treat them together. Disclosure schedules list exceptions. "Sandbagging" clauses decide whether a buyer who knew of a breach before closing can still recover for it.

More contract abbreviations

  • MTA – Material transfer agreement
  • NCA – Noncompete agreement
  • NDA – Nondisclosure agreement
  • NTP – Notice to proceed
  • PIIA – Proprietary information and inventions assignment agreement
  • PSA – Purchase and sale agreement
  • RFP – Request for proposal
  • ROFO – Right of first offer
  • ROFR – Right of first refusal
  • RWI – Representations and warranties insurance
  • SAFE – Simple agreement for future equity
  • SCCs – Standard contractual clauses

See all 57 contract abbreviations →

This entry is for general education and is not legal advice. Abbreviation use varies between institutions; always confirm in context.