March 19, 2020 Introduction A buyer of a business often discovers problems with the business after the closing. And this risk is often covered by seller indemnification obligations. In some cases, the purchase price was paid at the closing and…
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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
Company Buyer Stops Note Payments to Seller, Claims Inaccurate Books
Introduction A buyer of a business never knows for sure what it is getting until after the closing. How does a buyer minimize the risk of overpaying for a business? Well, in addition to kicking the tires (due diligence), the…
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.…
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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