Seller Indemnification Guide

Описание: In this video, we demystify Indemnification—one of the most complex and high-stakes sections of a Purchase Agreement. If you’re a seller, understanding this section is the difference between a clean exit and years of post-closing legal headaches.

We break down the legal jargon into simple, relatable concepts so you can walk into your next negotiation with confidence.

What you’ll learn in this video:

The "Simple Sales" Concept: Why indemnification is essentially a "security deposit" for the buyer.

The Sandwich Tactic: How to use Baskets, Survival Periods, and Caps to create a three-layer shield around your assets.

Knowledge Qualifiers: How to limit your liability to only what you actually knew, preventing "hidden surprises" from costing you.

Materiality Scrapes: A deep dive into how to stop "nickels and dimes" from bypassing your protections.

The Conflict Tactic: Escrow vs. Direct Recovery—how the money actually changes hands if a claim is made.

Fundamental Reps: Which promises are so important that they usually bypass your standard limits.

Mastering these terms allows you to turn an "infinite risk" into a "defined, manageable cost of business."