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In an M&A transaction, the seller may have post-closing obligations such as purchase price adjustments and indemnification claims. Buyers often require a portion of the purchase price to be held back to ensure the seller can fulfill these obligations. Concerns may arise if the buyer doubts the seller's ability to pay or trustworthiness. If the seller fails to pay, the buyer could be left liable to third parties without recourse. Multiple sellers can complicate matters in such cases.
