News & Analysis as of

Indemnification Clauses Contract Terms

BakerHostetler

Methods To Allocate Tariff-Related Risks in M&A Agreements

BakerHostetler on

Buyers and sellers that are parties to an M&A transaction should carefully consider whether the risks associated with tariffs that have already been imposed or that may be imposed in the future may significantly impact the...more

Whiteford

Private Company M&A - Earn-Outs: Gravy on Top?

Whiteford on

Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more

Winstead PC

SEC Renewed Action on Hedge Clauses

Winstead PC on

Hedge clauses are provisions in investment advisory agreements that aim to limit an adviser’s liability for certain actions or outcomes. The U.S. Securities and Exchange Commission (the “SEC”) has expressed the position that...more

BakerHostetler

The 5th Circuit’s Second Thoughts on Oilfield Indemnity Limitations

BakerHostetler on

The Fifth Circuit’s recent opinions in Cimarex Energy Co., et al. v. CP Well Testing, L.L.C. (2022) and Century Surety Co. v. Colgate Operating, L.L.C. (2024) provide divergent interpretations of how the Texas Oilfield...more

Marshall Dennehey

Defining Sole Negligence: Interpreting Indemnification Clauses

Marshall Dennehey on

Diamond Transp. Logistics, Inc. v. The Kroger Co., 101 F. 4th 458 (6th Cir. May 13, 2024) - The Sixth Circuit reviewed an indemnification agreement in a shipping contract to determine the definition of “sole negligence.”...more

Whiteford

Indemnity Clauses, Claims & Controversies

Whiteford on

Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more

Goulston & Storrs PC

What's Market: After Tax Indemnity Limitations

Goulston & Storrs PC on

In merger and acquisition (“M&A”) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations, warranties, and...more

Cranfill Sumner LLP

A Closer Look at North Carolina’s Anti-Indemnity Statute – and Other Defenses to Indemnity Claims in the Construction and Design...

Cranfill Sumner LLP on

Have you or your clients been sued by an individual or company seeking indemnity for damages allegedly incurred? Are you wondering how to combat and defend against such a claim?...more

Tannenbaum Helpern Syracuse & Hirschtritt LLP

Protecting Owners With Robust Indemnification Clauses

Lately, it seems as though the most contentious legal issue in construction contracting revolves around indemnification clauses and the interrelated waiver of consequential damages. Owners customarily seek full defense and...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

Goodwin on

As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Goulston & Storrs PC

What's Market: Disclosure Schedule Updating

Goulston & Storrs PC on

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more

Goulston & Storrs PC

What's Market: Indemnification as an Exclusive Remedy

Goulston & Storrs PC on

Goulston & Storrs M&A attorney Dan Avery is a nationally recognized expert on M&A deal point trends. In partnership with Bloomberg Law, Dan has developed a series of 25 articles looking at these trends, on a topic-by-topic...more

Morgan Lewis - Tech & Sourcing

‘Indemnify, Defend, and Hold Harmless’: What Does It Really Mean?

An indemnification provision serves as a contractual remedy to redress a party’s (or third party’s) financial loss suffered as a result of a claim, breach, or some other event or condition set forth in the provision....more

Jones Day

Navigating Indemnity Disputes in an Ever-Changing Legal Environment

Jones Day on

In Short - The Background: Indemnity clauses are often included in contracts and can be extremely valuable, but they also raise many potential challenges to enforcing them, including state statutes, common law...more

Frantz Ward LLP

Ohio Supreme Court Holds that Contractual Indemnity Provisions Trump Common Law Indemnity Principles

Frantz Ward LLP on

In a decision with major implications for contractual indemnity provisions, the Supreme Court of Ohio recently ruled that an indemnity provision in a contract essentially abrogates any common law indemnity principles that...more

Holland & Knight LLP

What Representations & Warranties Insurance Can Do for Your M&A Deals in Latin America

Holland & Knight LLP on

In recent years, the use of representations and warranties insurance (RWI) in mergers and acquisitions (M&A) transactions has experienced dramatic growth worldwide. Consequently, deal participants in Latin America are showing...more

Marshall Dennehey

Right of Indemnity Established Against Contractor When Contract for Service is Unambiguous, Containing Explicit Hold Harmless and...

Marshall Dennehey on

The plaintiff, a construction entity, originally contracted with the defendant to provide finished concrete products to a construction site. The defendant subsequently contracted with a third party (the subcontractor) to...more

Foley & Lardner LLP

Foley’s Top 10 Tips for Brands Entering Influencer Marketing Contracts

Foley & Lardner LLP on

In 2022, the influencer marketing industry was valued at US$16.4 billion, and that number is expected to grow to US$21.1 billion by the end of 2023. For brands who have not yet taken advantage of marketing through influencers...more

Steptoe & Johnson PLLC

Supreme Court of Appeals of West Virginia Rules on ‘Duty to Defend’ in Contractual Indemnification Provisions

On June 12, 2023, the Supreme Court of Appeals of West Virginia held in WW Consultants, Inc. v. Pocahontas County Public Service District and A-3 USA, Inc., Orders Construction Company, Inc., and Pipe Plus, Inc., No. 21-0485,...more

Morgan Lewis

Building Energy Contracts: Go Beyond Boilerplate

Morgan Lewis on

The complex, heavily regulated, and often-volatile environment within which energy companies must operate can magnify the importance of contractual arrangements, and the severity of repercussions when those arrangements do...more

Barnea Jaffa Lande & Co.

Material Transfer Agreements: Why They Matter

In the world of scientific research and development, sharing materials between organizations is a common practice. However, when such sharing involves proprietary materials or intellectual property, it becomes important to...more

Bradley Arant Boult Cummings LLP

The American Rule Stands: Court Rejects Fee-Shifting Under Indemnity Clause

The “American Rule” on attorneys’ fees is that each party pays its own lawyers, even if you win. As with almost any rule, there are exceptions. Sometimes there is a statute that requires the losing party to pay the prevailing...more

Spilman Thomas & Battle, PLLC

Decoded: Technology Law Insights - V 4, Issue 4, April 2023

Tech Vendors and Cybersecurity – Are They Responsible? It has long been recommended that when you contract with a technology vendor that you include an indemnity clause in the contract wherein the vendor will indemnify you...more

Spilman Thomas & Battle, PLLC

Tech Vendors and Cybersecurity – Are They Responsible?

It has long been recommended that when you contract with a technology vendor that you include an indemnity clause in the contract wherein the vendor will indemnify you if its product is compromised and results in a data...more

Roetzel & Andress

New Ohio Law Impacting Indemnity in Public Works Design Contracts

Roetzel & Andress on

On December 13, 2022, Governor DeWine signed into law Ohio Senate Bill 56, entitled, “Regulate indemnity clause - certain professional design contracts.” The law went into effect just a few weeks ago, on March 14, 2023. The...more

85 Results
 / 
View per page
Page: of 4

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide