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Breach of Contract Acquisition Agreements Indemnification Clauses

Stinson - Corporate & Securities Law Blog

Court Invalidates Indemnification Claim for Failure to Comply with Dispute Resolution Provisions

Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims.  The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities....more

Foley & Lardner LLP

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

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