News & Analysis as of

Purchase Agreement Indemnification Clauses

Goulston & Storrs PC

What's Market: Indemnity Baskets

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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

Goulston & Storrs PC

What's Market: After Tax Indemnity Limitations

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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

Goulston & Storrs PC

What's Market: Disclosure Schedule Updating

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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

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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

Exclusion of Consequential Damages (UPDATED)

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: In 2021, 10% of the merger and acquisition purchase agreements covered by...more

Goulston & Storrs PC

Indemnity Escrows - June 2021

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

Davis Wright Tremaine LLP

The Ins and Outs of Indemnification

This is the fifth article in our series on selling the family business. For a refresher on how we got to this point, read our previous articles on letters of intent, marketing, and preliminary diligence....more

Pillsbury Winthrop Shaw Pittman LLP

The Need to Be Deliberate about Fraud Carve-Outs

Express Scripts: Delaware Supreme Court holds that an otherwise undefined “deliberate fraud” carve-out to an indemnification provision is limited to intentional fraud and does not include recklessness. Specific provisions...more

PilieroMazza PLLC

Trends in Mergers and Acquisitions

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Trends in Mergers and Acquisitions“What’s market?” is an important question for the buyer and seller to ask in a merger and acquisition (M&A). Along with counsel from a skilled M&A attorney, having a basic understanding of...more

K&L Gates LLP

Words Matter: Chancery Court Holds that Indemnification Provision in Equity Purchase Agreement Does Not Cover Advancement of...

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In Computer Science Corporation v. Eric Pulier, et al., C.A. No. 11011-CB (Del. Ch. June 27, 2019), the Delaware Court of Chancery denied Plaintiff Computer Sciences Corporation’s (“CSC”) motion for partial summary judgement...more

Clark Hill PLC

Seller Beware? 4 Key Features of Business Sale Transactions that Sellers Should be Familiar with Before Negotiating

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You have prepared your business for sale and have determined an enterprise value with which you are comfortable. Perhaps you have already found a buyer and signed a letter of intent, or at least agreed in principle on the...more

Goulston & Storrs PC

Trends in M&A Provisions: Indemnity Caps

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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

White and Williams LLP

Delaware Court Enforces Strict Compliance With Notice Provisions

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The Delaware Chancery Court issued a recent opinion that provides a warning for parties to contracts: strictly follow the notice instructions set forth in the agreement or otherwise jeopardize contractual rights under the...more

Farrell Fritz, P.C.

Selling Your Business: Baskets, Deductibles and Caps, Oh My!

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You’re a business owner and have spent years nurturing and growing your business into a valuable asset, and now you have decided it’s finally time to monetize that asset and sell your business. You go about the process of...more

Jones Day

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

Jones Day on

In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

Gray Reed

Texas Supreme Court Dabbles in Bankruptcy Law

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Noble Energy Inc. v. ConocoPhillips Company, a 6-to-3 Texas Supreme Court decision, is a reminder of two things: How parties to a property transaction describe what’s being acquired and what’s being left behind can have...more

Goodwin

Key Issues in Drafting Indemnification Clauses

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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

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