April 30, 2020 Introduction A buyer of the assets of a business is often sued for damages caused by the seller’s operation of the business; a liability that the buyer expressly did not assume in the asset purchase agreement; a…
Blog Archives
No Seller Indemnification Obligation to Buyer for Recall of Pre-Closing Product
December 19, 2019 Introduction The buyer of a manufacturing company runs the risk of having to repair or replace a product made by the seller before the closing. One risk is the cost of a recall of a product line…
Business Buyer’s APA Offset Rights Fund Its Environmental Legal Defense Costs
Introduction A buyer of a business likes offset rights. An offset right provision in a M&A purchase agreement gives the buyer the right to offset losses that it suffers that are the seller’s responsibility from post-closing payments that the buyer…
Posted in environmental, indemnification, offset or setoff provision Tagged with: environmental, indemnification, offset, setoff
Tolling of SPA Survival Period Didn’t Extend Delaware’s Statute of Limitations Period
Introduction It is common in M&A agreements to specify survival periods for making indemnification claims; and to toll the survival period while a timely indemnification claim is pending. However, although a survival period under Delaware law can shorten the applicable…
Products Liability Indemnification Claim Against Former Owner Timely
Introduction A buyer of the stock of a company that makes products wants and often gets the stock seller to promise to pay for any products liability claims that pop up after the closing that relate to products made before…
Seller’s indemnification for environmental remediation costs capped by escrow amount and note adjustment provision
Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares…
Recent Comments