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Third-Party Purchase Agreement

Whiteford

Private Company M&A – Rep & Warranty Insurance: A “Zero-Liability” Promised Land for Sellers?

Whiteford on

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

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

Rivkin Radler LLP

Structuring Your Dental Practice Transaction and Elements of the Purchase Agreement

Rivkin Radler LLP on

In our previous article, we described the due diligence process, including what a buyer would look for in your practice. Once due diligence is under way, the next step is the purchase agreement, which is usually prepared by...more

Rivkin Radler LLP

A Legal Update for the Title Insurance Industry

Rivkin Radler LLP on

Michael Heller’s, Matthew Spero’s and Lawrence Han’s Winter issue of the Title Reporter was published in the Real Estate Finance Journal. This article discusses the following court rulings and other title insurance-related...more

Tarter Krinsky & Drogin LLP

Part 2: The Key Steps for an Asset Purchase Transaction of an Amazon FBA Business

FBA business owners who have decided to enter into asset purchase agreements with a buyer, as outlined in Part 1 of our series, should understand the various levels of an asset purchase transaction and what will be needed in...more

Winstead PC

Because Fraud By Nondisclosure Cannot Occur After A Transaction Is Consummated, Employees Generally Do Not Owe A Duty To Disclose...

Winstead PC on

In CLC Roofing v. Helzer, a roofer purchased shingles from a seller and stored them on the seller’s property. No. 02-17-00229-CV, 2019 Tex. App. LEXIS 5927 (Tex. App.—Fort Worth July 11, 2019, no pet. history). ...more

McDermott Will & Emery

The Complications of Copyrighted Images in the Yellow Pages - Yellow Pages Photos, Inc. v. Ziplocal, LP

McDermott Will & Emery on

Reviewing a spectrum of copyright-related issues following the conclusion of a jury trial, the U.S. Court of the Appeals for the Eleventh Circuit affirmed the district court, concluding that willful copyright infringement...more

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