News & Analysis as of

Indemnity Agreements

Woodruff Sawyer

The Ins and Outs of D&O Indemnification Agreements

Woodruff Sawyer on

Sophisticated, experienced, and effective directors and officers rarely join a public company unless that company has a platform of protection that they deem adequate. The platform in this case relates to personal and...more

Porter Hedges LLP

The Sweeping Application of the Texas Construction Anti-Indemnity Act

Porter Hedges LLP on

Although generally known as the “Texas Construction Anti-Indemnity Act,” the sweep of Subchapter C of Chapter 151 of the Texas Insurance Code (the “TCAIA”) is much broader than its name would seem to suggest.[1] ...more

Miles & Stockbridge P.C.

Md. Bill Would Raise the Limit on the Amount of Debt an IDOT Can Secure, Defer Recordation Tax

A bill approved by the Maryland General Assembly would raise the maximum threshold amount of money that an indemnity deed of trust (IDOT) may secure on a loan and still benefit from recordation tax exemptions. House Bill...more

Shearman & Sterling LLP

When is a guarantee not a guarantee? When it's an indemnity!

In Holman Fenwick Willan LLP v Samady (2023) the High Court had to decide whether the words (contained in a payment plan agreed between a client and his law firm) "you agree and confirm that you are personally liable for and...more

Seyfarth Shaw LLP

California Court Confirms Surety’s Right to Recover Attorney Fees and Costs Incurred by Its Principal

Seyfarth Shaw LLP on

In Cell-Crete Corp. v. Fed. Ins. Co., a California court awarded a surety attorneys’ fees and costs that its principal incurred defending the surety against a claim on a public-works payment bond. This is good news for...more

Cranfill Sumner LLP

Workers' Compensation Cases to Consider in 2023

Cranfill Sumner LLP on

In the past two years, there have been many interesting and impactful appellate decisions in North Carolina Workers’ Compensation law. Going into 2023, we wanted to flag the following...more

Gray Reed

A Harsh Result From a Lopsided Indemnity Agreement

Gray Reed on

Wagner v. Exxon Mobil Corporation is an example of the misfortune that can befall the purchaser who assumes the burden of comprehensive, one-sided indemnity obligations. We will disregard evidentiary and other issues in this...more

Goulston & Storrs PC

Stand-Alone Indemnities (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - According to the American Bar Association's nine Private Target Mergers and Acquisitions Deal Points Studies, the use of stand-alone indemnities in reported private company M&A...more

Goulston & Storrs PC

Indemnity Baskets (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Over the time period covered by the nine studies (2005-2021), the level of...more

Dechert LLP

A Modified Countryman Test for Multi-party Executory Contracts

Dechert LLP on

In a recent decision, the Court of Appeals for the Fifth Circuit held that an agreement between a debtor, a surety, and third-party beneficiaries was not an executory contract and, thus, was ineligible to pass-through the...more

Goulston & Storrs PC

Damage Mitigation Provisions - (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: Inclusion of damage mitigation provisions in merger and acquisition...more

Woodruff Sawyer

Your Estate Plan Advisors Want You to Choose a Trustee—Now What?

Woodruff Sawyer on

Estate planning involves deciding how your assets will be maintained and distributed after your death or in the event you become incapacitated. In addition to your financial wealth, your assets can include your homes,...more

Goulston & Storrs PC

Indemnity Caps (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies. Over the nine ABA studies (2005-2021), indemnity caps have declined as a...more

Goulston & Storrs PC

After-Tax Indemnity Limitations (UPDATED)

Goulston & Storrs PC on

Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies... Originally Published in Bloomberg Law - May 2022. ...more

Pillsbury Winthrop Shaw Pittman LLP

Sixth and Eighth Circuits Confirm the Broad Applicability of the Price-Anderson Nuclear Industries Indemnity Act

Recent federal court decisions in the Sixth and Eighth circuits affirm holdings in other circuits - The Sixth Circuit, in Matthews v. Centrus Energy Corporation, affirmed that the Price-Anderson Act broadly preempts state...more

Jones Day

2021 Transactional Year in Review and 2022 Forecast: New Data Privacy Law in China

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China passed its new Data Security Law ("DSL") in June 2021 and its new Personal Information Protection Law ("PIPL") in August 2021. Both new laws impact every business operating in or doing business with China, coupling...more

Wiley Rein LLP

Insurer Owes Duty to Defend and Indemnify Nuisance Litigation

Wiley Rein LLP on

A federal district court, applying California law, has held that an insurer owed a duty to defend and indemnify an insured in an underlying nuisance litigation under a not-for-profit D&O policy, as the policy’s pollution,...more

BakerHostetler

Fifth Circuit Rules Texas Choice-of-Law Provision Cannot Save Indemnity Agreement from Wyoming Anti-Indemnity Act

BakerHostetler on

Throughout the oil patch, it has become common for parties to enter into agreements that contain Texas choice-of law-provisions, regardless of where the work is being performed or the extent of the parties’ sometimes tenuous...more

Rivkin Radler LLP

New York Insurance Coverage Law Update - November 2021

Rivkin Radler LLP on

Second Circuit Holds That General Contractor’s “True Excess” Policy Covers Owner Before Owner’s Primary Policy Because Of General Contractor’s Contractual Indemnity Obligation to Owner- The Long Island Railroad on behalf...more

Rivkin Radler LLP

New York Insurance Coverage Law Update - October 2021

Rivkin Radler LLP on

Court Holds That Contractor’s Insurer Must Defend Owner As Additional Insured In Personal Injury Action Filed By Subcontractor’s Employee- A premises owner hired a contractor to perform an oil-to-gas boiler conversion, and...more

K&L Gates LLP

Who's to Pay? Trade Contract Rather than Insurance Policy Controls Priority of Insurance Coverage under New York Law

K&L Gates LLP on

On 5 October 2021, a three-judge panel of the United States Court of Appeals for the Second Circuit unanimously held that, under New York law, the indemnity agreement in a contract between a contractor and subcontractor...more

BakerHostetler

Your ‘Knock-for-Knock' Indemnity Agreement May Not Limit Exposure in Texas as Intended

BakerHostetler on

When parties contractually agree to support their mutual indemnity obligations with a "minimum" amount of insurance, their indemnity obligations may not be limited to the "minimum" amount stated in the contract. Throughout...more

Bradley Arant Boult Cummings LLP

Willful Misconduct Defined, How Broad Is That Exception to Your MSA?

In Texas, most Master Service Agreements related to the oil and gas industry provide indemnities based on who or what was injured rather than who caused the injury. For example, the standard knock-for-knock indemnity will...more

Morgan Lewis - Tech & Sourcing

Key Considerations for Application Purchase Agreements (Part 2)

TRANSFER OF EMPLOYEES - Once the terms of intellectual property and infrastructure transfer have been agreed, the buyer should investigate the human resources required to maintain and support the application. ...more

MoFo Life Sciences

Top 10 Considerations When Drafting And Negotiating SRAs, With U.S. And EU Perspectives

MoFo Life Sciences on

Sponsored Research Agreements (SRA) are used by companies to contract a research organization, such as a university, to conduct research and development activities in exchange for fees and the university’s rights to use the...more

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