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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

Posted in extension by contract in Delaware, indemnification, statute of limitations, survival of reps and warranties, tolling Tagged with: , ,

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

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