Pay Me My Money . . . Back: Indemnification Provisions in M&A Transactions

Indemnification provisions are typically found in M&A transactions involving a private target and  generally cover two categories of claims: claims between the parties and third-party claims. The purpose of indemnification provisions is to specify the circumstances and manner in which a buyer can seek remedies from the seller for pre-closing breaches and also how the seller can resist the buyer’s attempts to claw back the purchase price through post-closing indemnification claims. In negotiating and drafting an acquisition agreement, M&A counsel must carefully consider the types of claims that may form the basis of an indemnification claim and what types of losses or damages the indemnified party may recover. Take a moment to refresh your understanding of indemnification provisions in M&A transactions, including private stock, private asset, and private merger as well as public merger transactions. Practical Guidance has you covered!

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Related Content

• Indemnification Claims in Acquisitions
  Review this practice note, which provides guidance for M&A counsel both for an acquirer making an indemnification claim or a seller to whom such a claim has been presented.

• Key Drafting Considerations for Indemnification Provisions (Chart)
  Reference this chart for buyer and seller preferences and related considerations when drafting and negotiating indemnification provisions, as well as compromise positions.

• Indemnification Clause (Deductible)
  Utilize this form of indemnification clause for indemnification by both the seller and buyer for breaches of representations and warranties, covenants, and other itemized occurrences, subject to a deductible, as well as the practical guidance, drafting notes, and optional clauses in the form.

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