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After the closing of the transaction, the seller may have post-closing obligations such as purchase price adjustments and indemnification claims. In an MA transaction, part of the purchase price may be held back by the buyer if they have concerns about the seller's ability to fulfill their obligations. This could be due to doubts about the seller's creditworthiness or trust issues. If the seller fails to pay under the indemnity, the buyer could be left liable to a third party creditor without being able to recover from the seller. In cases with multiple sellers, the situation may become more complex.