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Hit the Road Jack and Don’t You Come Back No More - Ten Provisions in a Business Acquisition Agreement To Limit Seller’s Liability To Buyer

After a business is sold and the purchase price paid, no seller wants to hear from its buyer about claims based on the seller's operation of the business before closing. The representation, warranty and indemnification provisions of the acquisition agreement will determine, in large measure, how successful the buyer will be in pursuing the seller. Careful negotiation of these provisions by experienced counsel can go a long way to limit the seller's exposure to the buyer. We have prepared a briefing which discusses ten provisions every seller should negotiate for in an acquisition agreement. The briefing outlines negotiating positions for important limitations on a seller's representations and warranties and on a seller's indemnification liabilities.

While each transaction is distinctive, it is always important for the seller to carefully consider these ten issues. Proper handling of these areas of the acquisition agreement can give a seller a considerable measure of protection against buyer post-closing claims. Please contact Susan D. Baker at sdbaker@nilesbarton.com for questions or comments you may have about the briefing or for assistance with business transactions.

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