{"ok":true,"canonical_url":"https://dealroom.so/glossary/indemnification-from-the-seller","api_url":"https://dealroom.so/api/public/glossary/indemnification-from-the-seller","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"indemnification-from-the-seller","term":"Indemnification from the Seller","group":"Doing the deal","definition":"A contractual clause where the seller promises to compensate you for specific losses or damages arising after the sale, typically for issues that occurred under their ownership.","what_it_means":"Your purchase agreement must include strong indemnification clauses. This protects you if problems like undisclosed liabilities or breaches of representations surface post-closing. Ensure the seller stands behind their statements, especially concerning tax liabilities or legal disputes that could come back to haunt you.","url":"https://dealroom.so/glossary/indemnification-from-the-seller","official_sources":[],"related":[{"slug":"escrow-holdback","term":"Escrow / holdback","url":"https://dealroom.so/glossary/escrow-holdback"},{"slug":"due-diligence","term":"Due diligence","url":"https://dealroom.so/glossary/due-diligence"},{"slug":"non-compete","term":"Non-compete","url":"https://dealroom.so/glossary/non-compete"},{"slug":"attorney-fees","term":"Attorney Fees","url":"https://dealroom.so/glossary/attorney-fees"}],"related_questions":[{"question":"What if a franchise agreement contains provisions for indemnification that concern the SBA?","url":"https://dealroom.so/for-lenders/questions/what-if-a-franchise-agreement-contains-provisions-for-indemnification-that-concern-the-sba"},{"question":"Does a full standby seller note prevent the seller from receiving any consulting fees from the business post-acquisition?","url":"https://dealroom.so/sba-7a/questions/does-a-full-standby-seller-note-prevent-the-seller-from-receiving-any-consulting-fees-from"},{"question":"If a seller note is on full standby, can the seller still receive interest payments from the business?","url":"https://dealroom.so/sba-7a/questions/if-a-seller-note-is-on-full-standby-can-the-seller-still-receive-interest-payments-from-th"},{"question":"Can the seller receive any form of compensation from the acquired business during the standby period of their seller note?","url":"https://dealroom.so/sba-7a/questions/can-the-seller-receive-any-form-of-compensation-from-the-acquired-business-during-the-stan"},{"question":"If a seller note is on standby, is the seller prohibited from any post-sale employment with the business?","url":"https://dealroom.so/sba-7a/questions/if-a-seller-note-is-on-standby-is-the-seller-prohibited-from-any-post-sale-employment-with"},{"question":"What if the seller withdraws from the sale agreement during the SBA loan underwriting process?","url":"https://dealroom.so/sba-7a/questions/what-if-the-seller-withdraws-from-the-sale-agreement-during-the-sba-loan-underwriting-proc"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Indemnification from the Seller","url":"https://dealroom.so/glossary/indemnification-from-the-seller","source_type":"DealRoom Data"}}