Draft Pro-Buyer SPA Indemnification Section with Annotations
Generate a pro-buyer SPA indemnification section with caps, baskets, survival periods, and clause-by-clause annotations flagging market-standard vs aggressive positions.
The Prompt
Variables (4)
| Variable | Description | Example |
|---|---|---|
| {{amount}} | Purchase Price (USD) | 75000000 |
| {{company_in_industry}} | Target Company and Industry | Acme Logistics Inc., a regional freight brokerage |
| {{state}} | Governing Law State | Delaware |
| {{general_cap_percent}} | General Indemnification Cap (%) | 10 |
Expected Output
A pro-buyer SPA indemnification section with general cap, fundamental rep carve-outs, de minimis, tipping basket, survival periods, and clause-by-clause annotations rating each provision as buyer-favorable, market-standard, or aggressive.
Usage Notes
Use this prompt when drafting the indemnification article of an SPA where the client is the buyer. Always validate market-standard percentages against the latest ABA Private Target M&A Deal Points Study before relying on the annotation. Have a senior associate review fundamental rep scope and any uncapped exposure. Anti-sandbagging provisions vary by state; confirm enforceability under Delaware or New York law.
Originally featured in: AI for M&A Lawyers: Due Diligence, LOI Drafting & Deal Room Automation (2026)
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* These prompts are drafting and analysis aids for licensed attorneys. They are not legal advice and do not replace professional judgment. AI output can contain errors, including invented citations and incorrect deadlines: verify every fact, figure, authority and deadline against primary sources before relying on it. Rules vary by jurisdiction, and you remain responsible for the final work product.