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Representations and Warranties Contract Disputes Breach of Contract

Freeman Law

Is it Really Over? Contract Provisions that Survive Termination and Why.

Freeman Law on

Just like many relationships, not all parts of a contract become things of the past when they expire or terminate. One way to ensure that a contractual right or duty applies post-termination is to specify that will it...more

Morris James LLP

Court of Chancery Endorses Default Pro-Sandbagging Stance in Representation and Warranty Litigation

Morris James LLP on

In the M&A context, the term “sandbagging” refers to one party asserting a claim based on a representation made in connection with the transaction despite knowing or having had reason to know pre-closing that the...more

Goodwin

Delaware Law Allows Buyers to “Sandbag” Sellers

Goodwin on

A recent decision out of the Delaware Court of Chancery in John D. Arwood et al. v. AW Site Services, LLC, sheds significant light on whether a party to a contract governed by Delaware law may “sandbag” its counter party: as...more

Carlton Fields

The Impact of the Duty to Mitigate on Diminution of Value Claims

Carlton Fields on

Buyers in M&A deals often contend that they value a target company based on the seller’s representations and warranties. If the buyer later determines those representations and warranties were false, it may argue that, as a...more

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