Latest / The Acquisition Talk with Fexingo: Mergers, Buyouts, and Business Sales for Operators
The M&A Tax Indemnity Trap That Cost a Seller $9 Million
Episode 134 of The Acquisition Talk with Fexingo dissects a bitterly learned $9 million lesson in tax indemnification. Lucas and Luna walk through the case of a mid-market manufacturing seller who agreed to a standard-looking tax indemnity clause—only to discover after closing that the buyer used a built-in tax attribute to claim a refund for pre-closing losses, then demanded the seller reimburse the full amount under the indemnity. The hosts explain why the standard 'taxes and tax returns' section is anything but standard, what a 'tax benefit' provision is and why sellers…
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