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…
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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…
Stock sellers lose opening legal battle over buyer’s environmental claim
In November 2007, Sellers of Target agreed to sell Target to Buyer through a stock purchase agreement. When the sale closed in December 2007, Sellers placed $16.7 million into escrow to secure any post-closing claims that Buyer might assert. Target’s…
Buyer of business not barred from pre-closing products liability indemnification because 2-year survival provision applied only to rep & warranty breach
Buyer (based 15 miles east of South Bend, Indiana) provides restraint systems for applications, including child seats, school buses, trucks, recreational and construction vehicles, and agricultural equipment. Target (based out of Oklahoma City) manufactures and supplies seat belts and seat…
Posted in indemnification, survival of reps and warranties
Seller of lawn and garden business loses $8.6 million of escrowed purchase price because it made an untimely objection to buyer’s indemnification claim
The buyer purchased a lawn and garden business from the seller in February of 2015. Among the assets acquired were equipment and machinery to manufacture plastic pots, flats, trays and other items used to grow and sell plants. The condition…
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