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Structuring Indemnification Provisions in Healthcare Mergers and Acquisitions

Negotiating Reps and Warranties, Caps, and Baskets to Allocate Risk

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, November 2, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will provide guidance to healthcare counsel for drafting and negotiating representations, warranties, and indemnification clauses in healthcare mergers and acquisitions. The panel will discuss key considerations when drafting such provisions, potential challenges, and strategies for allocating risk.


Healthcare mergers and acquisitions have continued to be prevalent. Many hospitals, healthcare providers, and other types of healthcare entities are facing financial distress and may become targets or will look for potential partnerships. Others that are solvent may pursue mergers or acquisitions as a way to grow. Healthcare counsel on both sides of a deal must identify the potential indemnification and liability issues that may arise and plan accordingly.

My colleagues and I will discuss how counsel can address indemnification in representations and warranties, baskets, caps, and escrow provisions. For example, indemnification provisions can use caps on recovery amounts--as well as limits on rep and warranty survival periods--to tailor an indemnification structure to the risks of the deal.

We will explore how indemnification provisions allow the parties to shift risk and reduce liability exposure. Indemnification clauses work best when they clearly outline the specific risks included, exclusions from indemnity, and procedures for making an indemnification claim.

Listen as our authoritative panel of healthcare attorneys discusses best practices for drafting and negotiating representations, warranties, and indemnities in healthcare M&As. The panel will discuss the use of caps and baskets and provide strategies for avoiding typical negotiation and enforcement pitfalls and resolving contract disputes.



  1. Reps and warranties in healthcare M&As
  2. Indemnities in healthcare M&As
  3. Use of caps and baskets
  4. Strategies for avoiding pitfalls and resolving contract disputes


The panel will review these and other key issues:

  • What are the rep and warranty and indemnification provisions typical to healthcare transactions?
  • What are the most commonly disputed issues when negotiating these provisions, and what are some effective strategies for resolving them?
  • What approaches should counsel use to protect a client's interests when negotiating an indemnification provision?


Friendly, Matthew
Matthew J. Friendly

McDermott Will & Emery

Mr. Friendly focuses his practice on general health matters, with an emphasis on healthcare mergers and acquisitions...  |  Read More

Pellegrino, Frank
Frank M. Pellegrino

Bass Berry & Sims

Mr. Pellegrino advises public and private companies in a broad range of transactional, corporate governance and...  |  Read More

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