In M&A transactions, one party, typically the seller, agrees to compensate the other party, usually the buyer, for specific losses or liabilities that may arise after the deal closes. These losses may result from breaches of representations and warranties, inaccuracies in the disclosure schedules, or failure to fulfil certain covenants. Indemnification clauses protect the buyer against un

foreseen issues and help allocate risk between the parties. To address potential claims, indemnification provisions often include limits, timeframes, and deductible or non-deductible thresholds. Negotiating indemnification terms is a critical aspect of M&A

transactions, as it can significantly impact the overall risk exposure for both parties.