Why would a buyer need a special indemnity if the general reps and warranties already cover that risk?

A special, or specific, indemnity exists because relying only on a breach of a general representation can leave real gaps for a known, identified risk. If a buyer already knows about a specific issue before closing, such as pending litigation or a known environmental concern, a general representation stating the business is not subject to any such problem may simply be untrue and disclosed as an exception in the disclosure schedule, which can defeat a claim based on that representation entirely, since the buyer cannot claim it was misled about something it already knew.

A special indemnity sidesteps that problem by directly addressing the identified risk on a dollar-for-dollar basis, without needing to prove a representation was breached, and it is often drafted outside the general basket, cap, and survival-period limits that apply to ordinary representation claims. This gives the buyer cleaner, more certain recovery for a risk both sides already know exists, rather than leaving it tangled up in disclosure and materiality arguments. Special indemnities are a standard tool for exactly this kind of known, quantifiable exposure.