Mitigating Indemnity Exposure
Settling a Claim: Get Comfortable With Being Uncomfortable
NGE On Demand: Insurance and Indemnity Issues for Family Offices with Angela Elbert
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
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
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
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
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
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
Today's construction environment demands a lot from contractors who are pulled in multiple directions and whose responsibilities may seem limitless. Beyond performing good work, managing and effectively communicating...more
The Private Target Mergers & Acquisitions Deal Points Study (“the Study”) is published on a bi-annual basis by the Market Trends Subcommittee of the ABA Business Law Section’s M&A Committee, which I am happy to serve on. The...more
What is the appropriate treatment under Quebec law of the equity-based incentives of an employee, upon termination of their employment without cause (serious reason)? Twenty years of case law suggest the question is all but...more
An indemnification provision serves as a contractual remedy to redress a party’s (or third party’s) financial loss suffered as a result of a claim, breach, or some other event or condition set forth in the provision....more
On December 19, 2023, AI research company Anthropic announced that it had updated and made publicly available its Commercial Terms of Service (effective Jan 1, 2024) to, among other things, indemnify its enterprise Claude API...more
In Short - The Background: Indemnity clauses are often included in contracts and can be extremely valuable, but they also raise many potential challenges to enforcing them, including state statutes, common law...more
In a decision with major implications for contractual indemnity provisions, the Supreme Court of Ohio recently ruled that an indemnity provision in a contract essentially abrogates any common law indemnity principles that...more
Two of the most common queries Proskauer’s UK litigation team is asked to advise upon are (i) the interpretation and scope of indemnities and (ii) liability caps. Over the summer, the English Courts handed down two judgments...more
On July 1, 2023, an amendment to California’s Song-Beverly Consumer Warranty Act (“Song-Beverly” or the “Act”) took effect, prohibiting express warranties for consumer goods sold in California from beginning before the date...more
The plaintiff, a construction entity, originally contracted with the defendant to provide finished concrete products to a construction site. The defendant subsequently contracted with a third party (the subcontractor) to...more
Tech Vendors and Cybersecurity – Are They Responsible? It has long been recommended that when you contract with a technology vendor that you include an indemnity clause in the contract wherein the vendor will indemnify you...more
It has long been recommended that when you contract with a technology vendor that you include an indemnity clause in the contract wherein the vendor will indemnify you if its product is compromised and results in a data...more
As you negotiate your master service agreements are you confident that you know how insurance choices might affect indemnity obligations? Me neither. That’s why I turn to my Gray Reed partner Darin Brooks and his insurance...more
On December 13, 2022, Governor DeWine signed into law Ohio Senate Bill 56, entitled, “Regulate indemnity clause - certain professional design contracts.” The law went into effect just a few weeks ago, on March 14, 2023. The...more
A failure to comply with provisions governing the notification of claims under share purchase agreements is an issue that comes before the courts with surprising regularity. Given that such failure could result in any...more
Indemnity clauses in contracts are a valuable tool for allocating risk among the contracting parties, most often risk attendant to personal injury and property damage, and their effect can be far-reaching. Despite their...more
Indemnity clauses can give rise to a duty to defend or duty to indemnify. This post reviews some basics of when such duties arise under Texas, New York, and California law: Can the duty to defend or to indemnify be determined...more
RKI Expl. & Prod., LLC v. Ameriflow Energy Servs., LLC, No. 02-20-00384-CV, 2022 Tex. App. LEXIS 4331 (Tex. App. June 23, 2022) - A recent decision by the Court of Appeals of Texas highlights the perils of failing to...more