The buyer delivers notice within the survival period identifying the breach and estimated loss. Recovery is subject to baskets, caps, and the escrow or insurance structure, and disputed claims proceed to the agreed resolution mechanism.
Notice content requirements are strictly enforced.
Alternative Names:
Indemnification Claim|Post-Closing Claim
Why it Matters?
Notice adequacy is the first defense, since agreements specify what the notice must contain and a notice describing a concern generally rather than identifying the breached representation and estimated loss may not preserve the claim. Loss calculation is the second contest, particularly whether damages are measured by the diminution in value of the acquired business or by the direct cost of the breach, which can differ by a multiple.
Frequently Confused with
Related terms
Frequently asked questions
What must an indemnification notice contain?
How are damages measured?
