Indemnification
A provision in the purchase agreement that allows a buyer to seek recourse against the seller for losses suffered due to breaches of representations and warranties (reps & warranties).
See Also
Representations & warranties, purchase agreement.
Tips
The reps & warranties are a hotly debated topic in M&A transactions and are often one of the last hurdles to overcome prior to a successful closing. Indemnification language is often stronger in a stock transaction (vs. asset) because the buyer is bearing more potential risk.
Related Resources
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