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in a purchase agreement for an MA transaction the buyer will typically include post-closing indemnification obligations from the target and these often relate to if theres been a bdocHub of a representation and warranty from the target in the purchase agreement itself so post-closing the buyer realizes that theres been an alleged bdocHub and then at that point they will bring a claim against the target warning some type of monetary damages in a monetary reward for that for that bdocHub typically these indemnification claims by a buyer will relate to the alleged bdocHub of representations and warranties from the seller therefore from a sellers perspective negotiating both a cap on the dollar amount of indemnification claims as well as the survival period during which the buyer can bring such a claim is critical the target goal is typically to try to cap the indemnification obligations to the escrow amount the target will also want to try to cap or limit the survival period to the escrow
