The Art of Limiting Liability: Key Strategies in M&A Indemnification

Indemnification provisions and representations and warranties are critical components in private target acquisition agreements because they determine the allocation of post-closing transaction risks. Once the deal is finalized, each party assumes its own risks within the negotiated indemnification limits. Sellers can reduce their indemnification obligations by incorporating materiality and knowledge qualifiers, narrowing the scope of their representations and warranties, shortening the survival period, and implementing specific limitations on indemnity claims. Find guidance on managing indemnification claims in acquisitions with this comprehensive practice note.

Read now »

Related Content

• Indemnification Provisions in Private Acquisition Agreements 
  Review key considerations for drafting and negotiating indemnification provisions in acquisition agreements, including a discussion about scope, limitations, and claims procedures.  

• Representations and Warranties in Acquisition Agreements 
  Read about the typical reps and warranties found in an acquisition agreement and the considerations for drafting and negotiating those provisions.

• Key Drafting Considerations for Indemnification Provisions (Chart)
  Analyze the common buyer, seller, and compromise positions for each of the key components of an indemnification provision.

• M&A Provisions Resource Kit
  Check out this resource kit, containing a wide range of acquisition agreement clauses.

Practical Guidance Updates 
Featuring the latest updates from your Practical Guidance account. 

1. New! Practical Guidance Journal, 2025 Second Edition features guidance for regulating AI in the workplace in 2025, Intellectual Property issues related to deepfakes, the emergence of AI in mergers and acquisitions, and a checklist to help when evaluating AI technology risks.
2. New! Discover Practical Guidance Content and Resources
   Read  this update to see the newest additions to Practical Guidance. This guide is designed to help you find the tools and insights you need to work more efficiently and effectively.

• Generative Artificial Intelligence (AI) Resource Kit is a collection of current guidance on generative AI, ChatGPT, and similar tools.
• Browse the Practical Guidance Author Center to see the 2600+ leading attorney authors contributing to our 26 practice areas. Interested in becoming a Practical Guidance author? Click here for details. Practical Guidance is committed to amplifying diverse voices of attorneys across all differences, including gender and race.
• Legal Developments provide the latest updates and analyses of emerging topics impacting your practice area. Visit the Legal Developments page to see the latest topics, which also include breaking legal news and related Practical Guidance content.
• Document alerts allow you to stay current on legal developments that affect your practice. Find out how to set up your document alerts.
• Public Interest, Pro Bono, and Non-Profit Resource Kit offers valuable guidance for those providing pro bono legal services and assisting non-profit organizations and public interest groups. It includes useful content on topics including tenant's rights, fair housing and lending, discrimination, immigration, and general non-profit resources.
• Click here to review the robust and growing collection of more than 150+ data points from publicly filed transactions available in Market Standards.

PRACTICAL GUIDANCE CUSTOMER EMAIL EDITION ON THE WEB

Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+