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Indemnification Clauses Contract Terms Indemnification

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

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

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

Bennett Jones LLP

The High Cost of Cost Indemnification: A Warning

Bennett Jones LLP on

A contractual indemnification can require the losing party in a lawsuit to pay the winning  party's full legal costs, the Alberta Court of Queen's Bench recently confirmed in Ruel v Rebonne, 2022 ABQB 486 [Ruel]. While courts...more

BakerHostetler

COVID-19 – Commercial Contracts: Risk Allocation in Times of Uncertainty

BakerHostetler on

In addition to memorializing the economics and financial benefits gained by parties from a given contractual arrangement, commercial contracts commonly allocate known and unknown risks between business parties....more

Troutman Pepper Locke

Factors to Consider in Negotiating Indemnification Provisions

Troutman Pepper Locke on

One of the most negotiated and fundamental provisions in any contract is the manner in which the parties will allocate risk. Also known as an “indemnity” or an “indemnification provision,” these provisions are not commonly...more

Farrell Fritz, P.C.

Ambiguous Advancement Provision Favors Former Officer and Director

Farrell Fritz, P.C. on

I’ve long been intrigued with the frequency of litigation — especially in Delaware Chancery Court — over advancement of legal fees of a corporate director or officer or LLC manager who’s the target of a lawsuit by the entity...more

Butler Snow LLP

Drafting an indemnity agreement that works the way the indemnitee expects it to work

Butler Snow LLP on

Countless indemnity agreements run along these lines: A hereby promises to defend, indemnify, and hold B harmless against all claims [etc.] caused by A’s negligence [etc.]...more

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