M&A Boot Camp booklet 2023 - Flipbook - Page 80
Common Limitations on Indemnification
Time limitations
– What does it mean for a representation and warranty to “survive” the closing?
– What is the “survival period” for claims?
– What has to occur during the “survival period” to permit a valid
indemnification claim?
– What does the indemnification claim notice have to say?
Materiality Thresholds/Baskets
– Nature
– “true deductible” vs. “tipping basket”
– per-claim threshold or “mini-basket”
– What claims are typically subject to the materiality threshold?
– “Materiality scrape” vs. “double materiality”
Hogan Lovells US LLP
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