Mitigating Indemnity Exposure
Settling a Claim: Get Comfortable With Being Uncomfortable
NGE On Demand: Insurance and Indemnity Issues for Family Offices with Angela Elbert
Representation & Warranty Insurance (“RWI”) is specialty insurance coverage purchased for M&A deals which provides third-party insurance coverage for certain breaches of the Seller’s representations and warranties in the...more
Mr./Ms. Negotiator/scrivener/reviewer of Master Service Agreements: When did you last review your go-to indemnity provision? In light of Century Surety Company v. Colgate Operating LLC., perhaps you should do it now. The...more
Travelers Prop. & Cas. Corp. v. Chiquita Brands Internatl., Inc., 2024-Ohio-1775 - Several insurers sought a declaration that they were not obligated to indemnify the defendant when it resolved underlying claims alleging...more
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
Hark! A recent Alabama Supreme Court indemnity decision, Mobile Infirmary Association v. Quest Diagnostics Clinical Laboratories, may require you to retrieve your drafting pen. Although not a case involving a construction...more
Key Points: A 20% Fee Agreement applicable to all workers’ compensation benefits, indemnity and medical, is per se reasonable and enforceable, regardless of whether the medical expenses have been incurred or will be incurred...more
Equity’s maxims have many jurisprudential functions, one critical function being to sinew the equitable principles that regulate the law of trusts. A court that is saddled with sorting out the rights, duties and obligations...more
Merger and acquisition (M&A) purchase agreements generally include indemnification provisions, pursuant to which any given party (indemnitor) agrees to defend, hold harmless, and indemnify the other party or parties...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties made by the...more
“Software-as-a-Service,” commonly known as “SaaS,” is a subscription-based software distribution model in which the vendor allows users to connect to and use cloud-based applications over the Internet for the subscribed term....more
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
Today's construction environment demands a lot from contractors who are pulled in multiple directions and whose responsibilities may seem limitless. Beyond performing good work, managing and effectively communicating...more
Catastrophe bonds using industry-loss triggers have become increasingly popular among ILS investors and cedant sponsors. Industry loss catastrophe bonds pose less adverse selection risk from the point of view of...more
The ongoing legal battle between several visual artists and generative artificial intelligence (AI) platforms, including Midjourney and Stability AI, has significant implications for copyright law and its application to AI...more
Construction projects are often complex endeavors involving multiple parties, intricate contracts, and significant investments. Despite meticulous planning, disputes can arise, posing challenges that require legal expertise...more
Many consumer packaged goods (CPG) companies’ contract with other companies to manufacture goods sold under the CPG companies’ label or brand. These arrangements are called “co-manufacturing” or “contract manufacturing.”...more
Co-Author JD Bruning The District Court of Maryland (“District Court”) in an April 9th Opinion addressed an issue involving a contract dispute stemming from an environmental assessment. See District of Columbia Water and...more
On May 21, 2024, the Oklahoma Supreme Court issued an opinion in Knox v. Oklahoma Gas and Electric Co., 2024 OK 37, holding that an employer cannot contractually create or assume liability where liability is based on the same...more
The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology...more
Sellers and borrowers involved in real estate transactions are customarily asked to sign indemnity agreements in favor of the title insurer. In April 2024, the Arizona legislature amended A.R.S. § 20-1591, which will impact...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
A longstanding and critical incident of a trustee’s fiduciary duty of loyalty is the duty to vigorously defend the trust’s very existence, as well as all its material provisions (hereinafter “existence defense”), unless it...more
This article addresses the legal and practical issues for lenders on leveraged buy-outs in relation to taking security over warranty and indemnity insurance policies. This article first appeared in the March issue...more
What is the appropriate treatment under Quebec law of the equity-based incentives of an employee, upon termination of their employment without cause (serious reason)? Twenty years of case law suggest the question is all but...more
Weighing in on an issue that has divided courts nationwide, the U.S. Court of Appeals for the First Circuit has ruled that an insurer under Massachusetts law has no right to recoup defense costs, or amounts the insurer pays...more