The Indemnification Basket Trap That Cost a Seller 12 Million

The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators · Jul 28, 2026 · 6m · transcript

In M&A, the indemnification basket is often a routine clause—until it isn't. This episode unpacks the difference between a 'deductible' basket and a 'tipping' basket, and how one software company seller lost $12 million because they assumed a $500,000 threshold worked like an excess policy. Lucas and Luna walk through the exact contract language that hooked a family office, the negotiation that should have happened, and the painful lesson about reading baskets on a net-loss basis. If you're selling a business, this is one clause you cannot afford to skim.

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