Class 8 - Slides

Class 8 - Slides - ▪ Buyer is made whole for seller’s...

Info icon This 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
Image of page 1

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

View Full Document Right Arrow Icon
[NYCorp: 2568627.7] 2 Remedies If the deal never closes: Limitations on remedies J&J/Guidant 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
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?
Image of page 3

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

View Full Document Right Arrow Icon
[NYCorp: 2568627.7] 4 Scope of the Indemnity Substantive elements
Image of page 4
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 seller’s 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 buyer’s knowledge ▪ Sandbagging ● Ziff-Davis...
View Full Document

{[ snackBarMessage ]}

What students are saying

  • Left Quote Icon

    As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.

    Student Picture

    Kiran Temple University Fox School of Business ‘17, Course Hero Intern

  • Left Quote Icon

    I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.

    Student Picture

    Dana University of Pennsylvania ‘17, Course Hero Intern

  • Left Quote Icon

    The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.

    Student Picture

    Jill Tulane University ‘16, Course Hero Intern