Also known as a pro-sandbagging provision. A provision that buyers in M&A transactions often try to include in the merger or purchase agreement to reserve their right to bring indemnification claims against the seller for breach of a representation or warranty, or covenant, even if the buyer knew about the breach before the closing and proceeded to close the transaction.

This provision is particularly important to preserve the buyer's indemnification rights since many jurisdictions (including New York) require this reservation to be stated in the merger or purchase agreement or in another written document co-signed by the seller. Sellers often try to exclude the sandbagging provision or include an anti-sandbagging provision.

For an example of a sandbagging provision, see Standard Document, Stock Purchase Agreement (Pro-Buyer Long Form): Section 8.08.