Blog Archives

Clarifying Buyer’s Set-Off Provision in M&A Deals for Unresolved Indemnity Claims

Gain insights into the legal complexities of using set-off provisions in M&A transactions. Understand how disputes over indemnity claims can impact post-closing payments and buyer protections. M&A Stories October 14, 2020 Introduction: When a business buyer purchases another company, they

Posted in offset or setoff provision, unliquidated or disputed claim Tagged with: , , , , , , , , ,

When Setoff Applies in Asset Purchase Agreements for Indemnification Claims

Explore the complexities of setoff in asset purchase agreements for indemnification claims. Learn how post-closing payments can be impacted by unresolved issues between buyers and sellers. Case analysis included. March 19, 2020 Introduction: After acquiring a business, buyers sometimes uncover

Posted in offset or setoff provision Tagged with: , , , , , , , ,

Buyer’s Rights to Offset Environmental Legal Costs in M&A Deals

Explore the nuances of buyer offset rights in M&A deals and their application in a real-world case. Learn how a Delaware court ruled on a seller’s challenge to offset legal costs in a post-closing environmental litigation. September 9, 2019 M&A

Posted in environmental, indemnification, offset or setoff provision Tagged with: , , , , , , , , , ,

Buyer Halts Payments, Alleges Inaccurate Financials in M&A Deal

Explore a case where a buyer halted payments in an M&A deal due to alleged financial inaccuracies, and learn about offset provisions in purchase agreements. M&A Stories March 29, 2019 Introduction: In the world of mergers and acquisitions, uncertainties loom

Posted in asset purchase agreement, financial representation and warranty, membership interest purchase agreement, offset or setoff provision, offset right, promissory note, representations and warranties Tagged with: , , , , , , , , , , , ,

Delaware Court says that alleged material breach of stock purchase agreement by seller of target company does not excuse buyer from making post-closing payments to seller

On August 31, 2016, Buyer and Sellers entered into a stock purchase agreement in which Buyer agreed to purchase all of Sellers’ shares of Target stock for $93.5 million, subject to certain post-closing adjustments. The transaction closed on October 3, 2016.

Posted in escrow, offset or setoff provision, stock purchase agreement

Buyer of company can’t offset its obligation to pay company pre-closing tax refunds to seller against buyer’s claimed larger indemnification claim against seller

Company is a gulf coast environmental remediation company. Buyer, an affiliate of private equity firm Halifax Group LLC, became interested in Company, which was then engaged in a profitable clean-up project. On March 31, 2014 Buyer purchased Company from Sellers

Posted in offset or setoff provision

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