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Fraud Carve-Out in APA’s Exclusive Remedy Provision Saves Buyer’s Employee Non-Solicitation Claim

Introduction Most acquisition agreements provide that the agreement’s indemnification provisions are the exclusive remedy for a contractual breach. However, it is also common to exclude fraud claims from this excusive remedy provision. The deal This deal involved the acquisition of

Posted in boilerplate provisions, fraud carveout, hiring seller's employees, nonsolicitation of employees and customers Tagged with: ,

Business Buyer Brings Employee Raiding Suit Against Key Seller Employee

Introduction The value of a service business may be its employees. A major risk in an acquisition may be a mass exodus of key seller employees after the closing. The deal Here, the seller was an investment research firm. The

Posted in employment agreement, hiring seller's employees, key employees of target, nonsolicitation of employees and customers, stay bonus Tagged with: ,

Allegations were enough, if true to establish that business sellers breached their noncompetition, nonsolicitation and confidentiality covenants

Buyer is a full-service specialty contract manufacturer of automotive, household, insecticide, and pesticide aerosols, based in St. Clair, Missouri, about 50 miles southwest of St Louis. Target is a specialty chemical contract packager, which manufactures aerosols, liquids, and bag-on-valve products,

Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation

Court battles dense asset purchase agreement language to resolve dispute over severance payments made to former seller employees

Seller is one of the world’s leading manufacturers of over-the-counter pharmaceutical products, with headquarters in Allegan, Michigan. Buyer’s parent company (a subsidiary of a Dutch multinational company) manufactures vitamin and nutritional/dietary supplements and is based in Freehold, New Jersey. Seller

Posted in hiring seller's employees, overly complicated language in contract

Asset buyer not liable for race discrimination claim for not hiring former seller employee because the former seller employee never had an employment relationship with buyer

This is the story of the purchase of a car dealership by a buyer who was sued for not hiring one of seller’s employees. Seller wanted buyer to take care of seller’s employees. Buyer agreed to include a provision in

Posted in hiring seller's employees, third party beneficiary clause

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