Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
How the Indemnification Escrow Trap Drains M&A Sellers
In this episode, Lucas and Luna drill into one of the least understood post-close traps for M&A sellers: indemnification escrows. Using the 2022 sale of a Texas-based industrial parts distributor for $340 million as a case study, they explain how buyers routinely use vague indemnification language to freeze a portion of seller proceeds for 18 to 24 months—and sometimes claw back millions in perceived breaches. Lucas breaks down the specific language sellers should watch for in the purchase agreement, including 'general knowledge' qualifiers and survival periods. Luna shares a…
The skinny
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