Hansra LawToronto, ON · October 5, 2026Working Capital Adjustment or Indemnity Claim in an Asset Purchase Agreement?
You closed a share purchase and the working capital came in short. Do you fix it through the adjustment or bring an indemnity claim? This is one of those questions that sounds technical until it’s your money. The two mechanisms overlap, they have different deadlines, different caps, and different procedures, and choosing the wrong lane can cost you the recovery entirely. The working capital adjustment is built for the math being off. The indemnity is built for the representations being wrong. Real problems have a way of being both at once. This guide explains how each mechanism works, where...
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