Sandbagging Clause
Whether the buyer can recover for breaches of reps it knew about before closing.
- Pro-sandbagging or anti-sandbagging language
- Definition of buyer's knowledge
- Whose knowledge counts (executive officers vs deal team)
- Fraud carve-out preservation
If this clause already feels aggressive in isolation, upload the full contract and see how it combines with payment terms, liabilities, and exit rights.
Analyze My ContractWhat this clause actually does
A pro-sandbagging clause says the buyer can recover for breaches of reps even if it knew about them at closing. An anti-sandbagging clause bars recovery for known issues. The default rule varies by state. Whether the agreement is silent matters.
Why people get burned by this clause
If diligence surfaces an issue but the buyer wants to close anyway, anti-sandbagging language wipes out post-close recovery. Pro-sandbagging preserves it.
What should make you slow down
- Anti-sandbagging clause without buyer's negotiation
- Knowledge qualifier defined to include any document in the data room
- Knowledge attributed to deal team rather than executive officers
- No carve-out for fraud regardless of knowledge
Where you usually see it
- Asset purchase agreements
- Stock purchase agreements
What the platform checks in the live contract
- Pro-sandbagging or anti-sandbagging language
- Definition of buyer's knowledge
- Whose knowledge counts (executive officers vs deal team)
- Fraud carve-out preservation
What stronger language usually looks like
- Pro-sandbagging language preserves all post-close indemnification
- If anti-sandbagging is required, knowledge limited to actual conscious awareness of executive officers
- Fraud is always recoverable regardless of knowledge
Definitions worth opening next
Articles that go deeper
Pro-sandbagging is the buyer-friendly default. Anti-sandbagging is a real giveback that limits recovery for issues you could have negotiated away or priced in instead.
See how this clause behaves in the real contract.
The clause library gives you judgment. The full review shows how this clause combines with the rest of the agreement, then quotes the exact language, scores the risk, and explains what to push on next.