M&A Boot Camp booklet 2023 - Flipbook - Page 79
Indemnity Matters
What are typical matters that are subject to indemnification?
– Breaches of representations at signing and closing
– Breaches of pre-closing covenants
– “Special” or “line-item” indemnities
– Known exposures of the target company (e.g, pending litigation)
– Pre-closing tax liabilities
– Inaccuracies in the calculation and/or allocation of the purchase price
– Seller claims against target, including appraisal rights claims
– Fraud
– Non-meritorious third-party claims
Hogan Lovells US LLP
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