Indemnification Clauses

News & Analysis as of

Indemnification May Not Be Available in Contracts with the State

Government contracts with the State of Ohio provide a number of potential opportunities for service contractors, but many contractors may be surprised to learn that the State will not agree to enter into any contract that...more

The SEC Continues to Turn Up the Heat on Private Equity’s Fees, Expenses and Valuation Practices

On April 3, 2015, The Wall Street Journal reported that private equity adviser Fenway Partners LLC (Fenway) received a Wells Notice from the U.S. Securities and Exchange Commission (SEC) in March 2015 regarding Fenway’s...more

R&W Insurance in Middle-Market M&A

As competition for middle-market M&A transactions becomes more acute, prospective buyers, particularly private equity firms, wishing to distinguish themselves from others may employ representation and warranty insurance (R&W...more

Letters of the Law: 'G' is for Guarantee

Security in the form of guarantees (or bonds) is common practice in construction projects. With contractors, sub-contractors, suppliers and even consultants being required to provide some or all of tender, performance,...more

Indemnification in Contracts with the State of Ohio

Government contracts with the State of Ohio provide a number of potential opportunities for service contractors, but many contractors may be surprised to learn that the State will not agree to enter into any contract that...more

Down in the Dumps: Court Refuses to Apply Pollution Exclusion in Landfill Seepage Case

Claims involving potential coverage for pollution liability pose unique challenges for insurers. In many cases, the polluting activity occurred decades ago and over a large span of time, with only a fraction of the activity...more

Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

Anatomy of an Indemnity Provision

Indemnity clauses are one of the most negotiated (and litigated) provisions in a construction contract. They are also one of the most least understood. But we’re here to break it down for ya’....more

Delaware Chancery Court Concludes Indemnification and Other Provisions of a Merger Agreement Are Not Enforceable Against...

In November, the Delaware Court of Chancery issued a decision that raises troubling questions about commonly used techniques in private company acquisitions and that, if not modified on appeal or through legislation, could...more

Indemnification by Insurance Precluded under Wyoming Anti-indemnity Statute in Oil & Gas Personal Injury Coverage Dispute

On December 19, 2014, the Federal District Court in Wyoming issued a decision in Lexington Insurance Company v. Precision Drilling Co., LP, et al. , D. Wyo., Case No. 12-cv-070-J, extending the reach of the anti-indemnity...more

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

My Construction Law Wish List

I’ve been good this year. Not great mind you, but good, and good is the standard, right? So, here’s my construction law wish list this holiday season...more

Cigna Health and Life Ins. Co. v. Audax Health Sol’ns, Inc., C.A. No. 9405-VCP (Del. Ch. Nov. 26, 2014)

In this action seeking a declaratory judgment regarding the validity of certain provisions in a merger agreement and related contracts, the Court of Chancery granted in part plaintiff’s motion for judgment on the pleadings,...more

Time Limit on Filing Certain Construction Lawsuits Extended

A recent Illinois Appellate Court decision extends the time period in which a certain type of legal claim can be made against a general contractor on a construction project. The decision, 15th Place Condominium Association v....more

Banking Disputes Quarterly - Q3 2014

DLA Piper’s Banking & Finance Litigation team welcomes you to our quarterly round-up, designed to keep you informed of the latest news and legal developments, and to let you know about future developments that may affect your...more

Fifth Circuit Addresses Contractual Liability Exclusion

In its recent decision in Crownover v. Mid-Continent Cas. Co., 2014 U.S. App. LEXIS 20737 (5th Cir. October 29, 2014), the United States Court of Appeals for the Fifth Circuit withdrew its prior ruling and held that the...more

More “Texas Justice” For Policyholder On Contractual Liability Exclusion

On October 29, the Fifth Circuit reversed itself for the second time this year in a case involving the interpretation of a contractual liability exclusion in a CGL policy. This recent decision by the Fifth Circuit in...more

Is that Covered? Insurance and Indemnity Clauses

Many contracts contain clauses requiring parties to carry insurance and to agree to indemnify one party or another in the event of a lawsuit. Such language is typical in lease agreements, distribution contracts, and...more

Testing Texas CGL Coverage For 3rd Party Products

On Sept. 19, the Fifth Circuit certified four questions to the Texas Supreme Court regarding coverage under a commercial general liability policy in U.S. Metals Incorporated v. Liberty Mutual Group Incorporated, No. 13-20433,...more

Insurance Recovery Law -- Oct 2014

Lack of Direct Contractual Relationship Doesn’t Doom Coverage - Why it matters: The companies involved in a workplace accident are additional insureds pursuant to a sub-subcontractor’s policy and the insurer...more

Pontone v. Milso Indus. Corp. et al., C.A. No. 8842-VCP (Del. Ch. Aug. 22, 2014) (Parsons, V.C.)

In this opinion, the Court of Chancery granted in part and denied in part defendants’ motion to dismiss a plaintiff’s claim for mandatory advancement of legal fees and expenses incurred in an underlying litigation between the...more

Key Issues in Drafting Indemnification Clauses

Many agreements involving stock or asset purchases contain indemnification clauses – that is, clauses under which one party to the agreement promises to indemnify the other party in the event of future losses arising from the...more

Brownstein Trial Victory Emphasizes Limits on Indemnifying Party's Right to Control Litigation in M&A Indemnification Context

A team of trial attorneys from Brownstein Hyatt Farber Schreck recently won a significant trial victory stemming from the acquisition of a company by a Brownstein client. The dispute raised questions about the obligations of...more

Software Licenses and Indemnities: What Obligations Are You Taking On?

License agreements often contain indemnities. An indemnity is a contractual obligation to step in and reimburse some financial obligation such as a liability, loss, or damage. In essence, the party giving the indemnity will...more

Caveat Emptor: Emerging Issues for Buyers of Bankruptcy Claims

In a large Chapter 11 bankruptcy case, claims against the debtor are actively traded in the secondary markets. A debtor’s original creditors may lack the liquidity to wait for uncertain payment at the end of the bankruptcy...more

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