What Is Indemnity Agreement In Spanish
W-I products are insurance policies that compensate for losses resulting from a breach of a guarantee or representation (including tax pacts) under a sales and sales contract (SPA). In our experience, the party who wishes to take out an S-I policy will generally hire a broker to find insurers willing to submit non-binding insurance proposals. To this end, it will make available to the broker, after signing a confidentiality agreement, the main terms of the transaction (including a description of the activity of the objective, the value of the transaction and the potential value of the directive), but there is no need to provide transaction documents to the broker at this stage. W-I insurance, known in the U.S. as replacement and warranty insurance, is one of the three main types of transactional risk insurance, the others being tax and contingency risk insurance. Tax insurance transfers a known or uncertain tax liability from the insured`s balance sheet to an insurer; Contingency risk insurance. or known contingency risks that are normally compensated in a specific transaction; and W-I insurance only configures a loss resulting from unknown or undisclosed (also unjustifiably disclosed) cases. In recent years, the Spanish mergers and acquisitions market (M-A) has viewed an increase in warranty and compensation insurance as a means of covering certain transaction risks, namely losses or liabilities resulting from a breach of a guarantee or representation. The broker analyzes the information of the future policyholder, contacts the insurers, and then summarizes all the non-binding proposals of potential insurers in a non-binding indicative letter which usually contains significant offers, insurance conditions and significant hedging items – including exclusions – of all potential offers.
Alternatively, potential insurers may already need access to certain documents – usually the transaction information memorandum, the structure of the data space and the financial statements of the target entity – that may be provided after a confidentiality agreement has been reached. It is also possible that a buyer may endeavour to supplement and extend the protection of violations of guarantees and guarantees by the W-I Directive by increasing either the scope, duration or scope of the compensation rights provided for in the directive. This has a price: an increase in the premium. Since the 1980s, the W-I guidelines have been offered primarily in countries such as the United Kingdom and the United States.