The indemnification clause acts as the financial referee after a business sale, making the seller responsible for costly surprises and broken promises that surface down the road. This provision uses negotiated limits like baskets, caps, and survival periods to draw the financial lines, defining exactly who is on the hook when unexpected trouble appears.

Small business acquisitions can come with unforeseen landmines hidden in the books, the customer relationships, and the team’s institutional knowledge. Taking the time to spot red flags in these key areas during due diligence is often the difference between a smooth takeover and an expensive misfire.

The extended deadline for most companies to file their Beneficial Ownership Information report under the Corporate Transparency Act is now March 21, 2025. While further extensions or modifications may be forthcoming, entities should continue gathering owner data and preparing their filings during this 30-day window.