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after the closing of the transaction the seller may have certain post closing obligations these may include purchase price adjustments payable to the buyer and potential indemnification claims so a buyer in an MA transaction generally requires a portion of the purchase price to be held back until a later date in the circumstances listed here the buyer has concerns about the sellers ability to pay its post closing obligations the buyer may not be certain that the sellers creditworthiness will hold up until the liability comes to you or the buyer may not trust the seller to actually pay the liability when you without the threat and distraction of litigation over the term of the indemnity if the seller does not pay under the indemnity then the buyer would be stuck in the middle required to pay the liability to the third party creditor or suffer the loss but unable to recover under the indemnity from the seller there may also be a case where there are multiple sellers in such a case the
