3/14/2019
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Pre-Closing Due Diligence (cont'd.)
3. Coverage Terms
a. Coverage limits
b. Retention amounts and caps
c. Exclusions – VERY IMPORTANT!
i. General Exclusions: R&W insurance policy will generally exclude
matters known to the insured or disclosed on the disclosure
schedules, interim breaches, forward looking statements,
covenants, working capital adjustments, asbestos and PCBs,
pension underfunding or withdrawal liability, the carry-forward
value of NOLs or other deferred tax assets and transfer pricing
31
Pre-Closing Due Diligence (cont'd.)
ii. Deal Specific Exclusions (May be removed Subject to Heightened
Underwriting)
a) Regulatory matters (i.e. corporate integrity agreement,
compliance with healthcare laws, corporate practice of
medicine)
b) Data security (cyber breaches, privacy matters)
c) Financial statements (including a buy side QofE)
d) Patient Care issues (abuse/mistreatment of patients, medical
malpractice/ professional liability matters)
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