A. Generally, indemnification clauses are designed to protect the buyer from a take back or recoupment based upon claims filed before the buyer purchased the company. I strongly recommend that every buyer consider including an indemnification clause in the agreement. But, in today's environment of ZPIC audits and 100% prepayment reviews, the indemnification clause alone may not be enough. Every buyer should review and verify all pre-sale claim compliance filed by the seller. Previous claims can have a direct impact on a buyer's on-going cash flow.