14. RWI: What Your Insurance Actually Covers

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.A $3.5 million contract loss is where the promise of a clean exit starts to break down. This episode takes the undisclosed change-of-control termination-right claim from Episode 13 and runs it through the RWI layer, focusing on buy-side policy structure, the underwriting record, and the line between an unknown breach and a known issue. It covers no-known-loss and no-known-circumstances declarations, retention mechanics that may look very different from the SPA basket, notice and proof requirements, and the subrogation limits that usually matter most to sellers. The discussion also shows why policy wording, knowledge imputation, and fraud carveout alignment across the SPA and policy can decide whether insurance is real recourse or just optics.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.