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Indemnification provisions and representations and warranties in private target acquisition agreements are often highly negotiated because post-closing transaction risks are allocated by these provisions. When the music stops and the deal is signed, each party bears its own risks subject to the negotiated limitations on indemnification. A seller can minimize its indemnification obligations by adding materiality and knowledge qualifiers to, and narrowing the scope of, its reps and warranties, shortening the survival period, and adding a basket and cap to indemnity claims. Explore Practical Guidance content relating to indemnification claims in acquisitions.
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