13. The Indemnification System

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.Eight months after closing, one unscheduled change-of-control clause turns a $4 million customer loss into a live test of whether the SPA's remedies architecture actually works. Using an undisclosed termination right in the target's largest customer contract, this episode treats indemnification as a negotiated recovery system rather than a boilerplate afterthought. It walks through notice timing and specificity, lane classification across rep breach, covenant breach, schedule deficiency, and fraud theories, the economics of a $500K tipping basket versus a true deductible, and the interaction of survival periods, caps, the definition of Losses, escrow collectability, sandbagging, exclusive-remedy clauses, and the RWI layer. The result is a practical claims map for lawyers who draft these provisions under signing pressure.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.