Pennsylvania trial and intermediate court of appeal rejects seller’s argument that its obligation to indemnify and defend the buyer is only triggered by a lawsuit, not a claim. M&A Stories July 27, 2021 Introduction One of the risks a buyer…
Pennsylvania trial and intermediate court of appeal rejects seller’s argument that its obligation to indemnify and defend the buyer is only triggered by a lawsuit, not a claim. M&A Stories July 27, 2021 Introduction One of the risks a buyer…
APA excused business buyer’s failure to make indemnification claim by expiration of the survival period because there was no “actual and material prejudice” to the seller. M&A Stories February 15, 2021 Introduction Agreements for the acquisition of private companies usually…
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…
April 13, 2020 Introduction The seller of a business usually is responsible for accrued vacation and sick pay in an asset deal. However, the buyer sometimes runs the risk of paying this expense if the seller does not. How does…
March 10, 2020 Introduction It is not uncommon for a business buyer to find undisclosed problems in the acquired business after the closing; problems that the seller’s owner most certainly knew about. Nevertheless, the buyer often makes a business decision…
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…
December 11, 2019 Introduction The buyer of a privately held business often has a deadline to make an indemnification claim for the breach of a seller representation and warranty. This survival period in an acquisition agreement often expires sometime from…
Introduction Liability for asbestos claims is a common risk with manufacturing companies. Sophisticated buyers and sellers of manufacturing businesses are aware of the risk and usually manage it through an allocation between the buyer and the seller in the acquisition…
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…
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…
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