Class 8 - Slides - Buyer is made whole for sellers breach...

Info iconThis preview shows pages 1–5. Sign up to view the full content.

View Full Document Right Arrow Icon
[NYCorp: 2568627.7] 1 Class 8 Remedies, Indemnification
Background image of page 1

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon
[NYCorp: 2568627.7] 2 Remedies If the deal never closes: Limitations on remedies Expense reimbursement Liquidated damages Brazen United Rentals Huntsman Special issues with public company transactions ConEd Pre-closing remedies entitling injured party to refuse to close Pre-closing “cure” provisions If the deal closes: Money damages for breach Indemnification Rescission Specific performance Unwinding
Background image of page 2
[NYCorp: 2568627.7] 3 Post-Closing Indemnification Includes third party claims (traditional meaning of “indemnification”) non-third party claims (i.e. , breaches of the agreement) Rationale for indemnification Expansion of liability Who should be the indemnitors? Who may be indemnified?
Background image of page 3

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon
[NYCorp: 2568627.7] 4 Scope of the Indemnity Substantive elements
Background image of page 4
Background image of page 5
This is the end of the preview. Sign up to access the rest of the document.

Unformatted text preview: Buyer is made whole for sellers breach of Representations and warranties Covenants Assumed/excluded liabilities Environmental liabilities Other specified items Fees and expenses Third party claims [NYCorp: 2568627.7] 5 Indemnities: Limitations and Survival How to avoid dealing with de minimis loss? Baskets (no liability until total losses exceed $[ ]) Threshold or deductible? Minimums (no liability for individual claims below $[ ]) Caps (no liability in excess of $[ ]) Time limits (no liability for claims after [ ] months) Duration of covenant v. survival of lawsuit for breach Contract variation of normal statute of limitations Effect of buyers knowledge Sandbagging Ziff-Davis...
View Full Document

Page1 / 5

Class 8 - Slides - Buyer is made whole for sellers breach...

This preview shows document pages 1 - 5. Sign up to view the full document.

View Full Document Right Arrow Icon
Ask a homework question - tutors are online