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After closing a transaction, the seller may have various post-closing obligations, such as adjustments to the purchase price and potential indemnification claims. Buyers typically require a portion of the purchase price to be withheld due to concerns about the seller’s ability to meet these obligations. This can arise if the buyer doubts the seller's creditworthiness or trusts the seller to fulfill the indemnity without litigation. If the seller fails to pay under the indemnity, the buyer risks covering the liability to a third party while being unable to recover costs from the seller. Additionally, if multiple sellers are involved, further complexities may arise regarding these obligations.