Deal Mechanics & Buyer EducationOctober 6, 20253 min read
Escrow and Indemnification: How Technical Findings Change Deal Terms
Findings that do not move the headline price often move the structure instead, and structure is where sellers lose money quietly.
When a technical risk cannot be sized confidently, buyers rarely walk. They shift the exposure into escrow, indemnity, or a delayed payment tied to remediation.
Where technical risk lands in structure
- Escrow sized against remediation and litigation estimates
- Special indemnity for IP ownership or license exposure
- Extended survival periods for technical representations
- Holdback tied to a specific remediation milestone
Headline price is only part of the outcome. A seller who concedes structure without pricing it has taken a discount without recording one.
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