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Seller Argues That Indemnification Cap Applies to Excluded Liabilities

Introduction An advantage of an asset sale is that a buyer can pick and choose which seller liabilities the buyer wants to be responsible for under the asset purchase agreement; often referred to as the assumed liabilities. However, the buyer

Posted in asset purchase agreement, excluded or retained liabilites, indemnification cap, post closing covenants Tagged with: , , , ,

Business Buyer and Seller Battle over Indemnification Cap Language

Introduction Over the years sellers of businesses have often been able to limit their risk of post-closing indemnification claims from the buyer using indemnification caps, deductibles and threshold provisions in purchase agreements. It is quite common for a buyer to

Posted in indemnification cap, percentage of purchase price Tagged with: , ,

Israeli pharma buyer’s fraud claim against seller of Mexican pharma company tossed out by court

In 2015, Buyer, an Israeli pharma company purchased Target, a Mexican pharmaceutical company, from Sellers, and the intellectual property used by Target from a Sellers affiliate. The total sale price came to $2.3 Billion. After the closing, Buyer claimed that

Posted in compliance with all applicable laws, extra-contractual fraud, fraud in business sale, indemnification cap, representations and warranties

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