M&A Buyer Protection Provisions Beyond Indemnification for Breaches of Representations and Warranties

Minimizing Buyer's Risk with Provisions Including Purchase Price Adjustments, Contingent Payments, Accounts Receivable Repurchase, Inventory Audit, Retained Liabilities and more

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, May 31, 2018

Recorded event now available

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Program Materials

This CLE webinar will guide deal counsel in negotiating and drafting provisions in M&A purchase agreements that provide additional protections to buyers beyond indemnification for breaches of representations and warranties. The panel will outline approaches for leveraging purchase price adjustments, contingent payments, accounts receivable repurchase obligations, buyers’ right to conduct an inventory audit, retained liabilities and other buyer protections to minimize risk.


In many M&A transactions, indemnification is the buyer’s exclusive remedy following a seller’s breach of the representations and warranties provisions in the purchase agreement. Because carve-outs from the exclusive remedy provision are narrow, buyer’s counsel is wise to negotiate additional protections beyond the representations and warranties.

Other Buyer protection provisions may include purchase price adjustments, contingent payments, an accounts receivable repurchase obligation, the buyer’s right to conduct an inventory audit, seller’s retention of liabilities, setoff rights and cross-default provisions. Counsel should stay on top of the latest thinking in buyer protection provisions.

Listen as our panel of experienced M&A attorneys discusses best practices to minimize deal risks for buyers through buyer protection provisions in the acquisition agreement.



  1. Purchase price adjustments
  2. Contingent payments
  3. Key clauses beyond representations and warranties:
    1. Accounts receivable repurchase
    2. Inventory audits
    3. Retained Liabilities
    4. Setoff rights
    5. Cross-default provisions


The panel will review these and other key issues:

  • Why is it important to include additional provisions to protect buyers in M&A purchase agreements?
  • How does a purchase price adjustment interplay with the indemnification provisions of the purchase agreement?
  • How can buyers leverage contingent payments to protect themselves against risks?


Mack, David
David J. Mack

Dorsey & Whitney

Mr. Mack advises clients on venture financing transactions, M&As, securities filings, and corporate governance...  |  Read More

Marsalek, John
John Marsalek

Dorsey & Whitney

Mr. Marsalek engages in a general corporate practice with an emphasis on corporate transactions, including private...  |  Read More

Rauch, Eric
Eric Rauch

Dorsey & Whitney

Mr. Rauch’s practice focuses on mergers and acquisitions and joint ventures of private and public companies. His...  |  Read More

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