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Category: After-Tax Indemnity Limitations

Trends in M&A Provisions: After-Tax Indemnity Limitations

In merger and acquisition (“M&A”) transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related indemnification obligations. [2] One issue often negotiated is whether the amounts recoverable as indemnified damages should be calculated on an...