Mitigating Indemnity Exposure
Settling a Claim: Get Comfortable With Being Uncomfortable
NGE On Demand: Insurance and Indemnity Issues for Family Offices with Angela Elbert
The United States Court of Appeals for the Ninth Circuit, applying California law, has affirmed a district court’s determination that California Insurance Code § 533 barred indemnity and defense costs coverage for a lawsuit...more
The Retreat at Charleston National Country Club Home Owners Ass’n, Inc. v. Winston Carlyle Charleston National, LLC, S.C. App. Case No. 2021-001050, Opinion No. 6099 (Feb. 12, 2025) Key Takeaways: Case Summary (for those of...more
Negotiating and signing a Letter of Intent (LOI) is a key inflection point in the process of selling your business. Buyers and sellers both want the LOI to ensure a base level of understanding on certain key terms such as...more
Excess insurance policies are generally written to be just that; they—through their “other insurance” provisions—purport apply in excess of other insurance available to the insured. In many jurisdictions, courts will commonly...more
Under section 43(b) of the Trusts (Guernsey) Law, 2007, when a trustee resigns or is removed it may require that it be provided with reasonable security for liabilities before surrendering trust property....more
A California Court of Appeals decision brought one auto policyholder decidedly down from “cloud nine” in Murphy v. AAA Auto Insurance of Southern California, which found no coverage over a cannabis delivery service employee’s...more
Matthew Grow v. PECO Energy Company (WCAB); No. 63 C.D. 2024; filed January 8, 2025 - The claimant sustained a work injury to his neck in 2013. After he returned to work in January 2014, his benefits were suspended. Later, in...more
The 2024 Oregon Legislative Assembly enacted SB 1575 (Or Laws 2024, ch 112) amending ORS 30.140 to limit public bodies from imposing certain indemnity obligations on construction professionals. The change applies to public...more
In the complex world of business transactions, particularly mergers and acquisitions (M&A), purchase price adjustments are a critical concept that help ensure fairness and accuracy in the final transaction price. Purchase...more
Welcome to the first 2025 edition of the Zelle Lonestar Lowdown! Our theme this year is Collaboration. We recognize that we are not an island in this industry and our clients, and ultimately the property owners, best benefit...more
MDC Enegy LLC v. Crosby Energy Services Inc. et al. was an indemnity dispute in which the players were many and the facts complicated. But first...more
On December 31, 2024, the U.S. Court of Appeals for the Fifth Circuit issued its long-awaited decision regarding the permissibility of the Serta Simmons Bedding (Serta) uptier liability management exercise (the 2020 Uptier)...more
On December 31, a unanimous three-judge panel of the U.S. Court of Appeals for the Fifth Circuit (the Court or the Fifth Circuit) held that the controversial $200 million Serta Simmons Bedding (SSB) uptier financing...more
Overview: The Fifth Circuit’s highly anticipated decision on December 31, 2024, in the Serta Simmons case has significant implications for borrowers and lenders in financial distress situations. The issue on appeal concerned...more
On December 4, 2024, a federal court in the Eastern District of Texas issued a ruling vacating the notice requirement under the final regulations (the “Final Rule”) on hospital and other fixed indemnity insurance (“Fixed...more
The latest dispute in the asset deal between Spacebridge Inc. and Baylin Technologies Inc. is a stark warning to anyone delivering a notice of indemnification claim against funds held in escrow....more
Key Insurance Types for Construction - Construction projects often involve numerous risks, but various insurance policies are designed to mitigate these....more
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