M&A Stories October 14, 2025 M&A purchase agreements are engineered to allocate risk, with indemnification clauses being the central mechanism. For lower middle market deals, these clauses are often the most heavily negotiated part of the contract. While advisers are…
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M&A Indemnification Survival Periods for Breach of Reps and Warranties Should Be Different Than for Covenant Breaches
Posted in indemnification Tagged with: asset purchase agreement, buyer-side diligence, contract drafting mistake, contractual carve-out, Delaware Court of Chancery, indemnification deadlines, indemnity claim notice, long-tail liability, lower middle market M&A, M&A indemnification, M&A legal advisory, M&A Risk Management, non-R&W covenants, North American Leasing v. NASDI Holdings, pre-closing risk, purchase agreement litigation, R&W survival period, representations and warranties, seller-side counsel, specific indemnity, stock purchase agreement, termination date.
When Does an M&A Indemnification Claim Accrue? The Difference Between First-Party and Third-Party Claims
Understanding when an M&A indemnification claim accrues is critical for buyers and sellers in private company transactions. This blog explores a Delaware case that clarifies the distinction between first-party and third-party indemnification claims and how survival provisions impact post-closing disputes.…
Posted in indemnification, survival period commencement, third party Tagged with: breach of contract statute of limitations, breach of representations and warranties, buyer protection in M&A, contract survival periods, Delaware M&A law, Delaware purchase agreement disputes, first-party vs third-party indemnification, indemnification litigation, M&A indemnification claims, M&A risk allocation, material handling system disputes, Post-closing disputes, private company acquisitions, Seller liability, settlement timing in indemnification, survival provisions in M&A, third-party claims in M&A
Wisconsin Court Held That M&A That Buyer Must File Lawsuit Before Survival Clause Expiration Date
M&A Stories August 03, 2024 In M&A transactions, representations and warranties play a crucial role. They serve two primary functions: allowing the seller to disclose potential issues with the business and assuring the buyer of the accuracy of these disclosures.…
Posted in survival of reps and warranties Tagged with: ABA Model Asset Purchase Agreement, Appellate court ruling, Asset purchase agreements, Breach of contract, Business acquisition, Business disputes, business law, buyer protection, case law review, Commercial Law, commercial litigation, contract interpretation, legal analysis, Legal disputes in M&A, legal insights, Legal Precedents, M&A best practices, M&A law, M&A litigation, M&A Transactions, representations and warranties, Seller liability, strategic acquisition, strategic water distribution acquisition, survival clauses, undisclosed liabilities, Wisconsin appellate court, Wisconsin state court
M&A Seller Learns a Painful Lesson on Defending Indemnification and Setoff Claims
M&A Stories July 22, 2024 When buying a business, the buyer seeks assurance that there are no hidden problems. This is typically achieved through the seller making representations and warranties about the business’s condition, subject to any disclosures in the…
Posted in indemnification, objection -reasonable detail, timely objection to indemnification claim Tagged with: Alabama Supreme Court ruling, Alabama-based business, asset purchase agreement, asset recovery, brake-plate facility, Breach of contract, Business acquisition, business legal lessons, buyer protections, Buyer-seller disputes, environmental issues in M&A, Financial difficulties, hidden business problems, Indemnification claims, legal fees in M&A, legal recourse in M&A, M&A agreements, M&A industry, M&A legal disputes, M&A transaction procedures, Post-closing disputes, representations and warranties, Seller obligations, setoff claims, South Korean customer, vendor invoices
BUYER’S RIGHT TO DEFENSE IN M&A DEAL WHEN FACING DEFECTIVE PRODUCT CLAIM
Learn about the importance of clear indemnification provisions in M&A agreements. This blog discusses a recent Pennsylvania court case where a buyer’s right to defense was triggered by a product claim, not just a lawsuit. M&A Stories July 27, 2021…
Extending Time for Indemnification Claims in M&A Deals: “No Harm No Foul”
Discover how a buyer’s indemnification claim was excused despite missing the time limit in an M&A deal. Learn about the Schillinger Genetics, Inc. v. Benson Hill Seeds, Inc. case and lessons on navigating indemnification claims in mergers and acquisitions. M&A…
Posted in escrow, excuse for untimely indemnification claim, indemnification Tagged with: 'No Harm No Foul', buyer's claim, compensation rules, Delaware Court of Chancery, escrow funds, grace period for indemnification claims, Indemnification claims, Legal Disputes, M&A deals, Schillinger Genetics v. Benson Hill Seeds, time limit extension
Seller’s Responsibility for Buyer’s Pre-Closing Claim Costs in M&A Deals
Explore the intricacies of seller responsibilities for buyer’s pre-closing claim costs in M&A deals. Learn how indemnification provisions can play a crucial role in protecting buyers from unexpected legal challenges. Case reference: ALLERGAN FIN., LLC v. PFIZER INC. April 30,…
Understanding When Indemnification Applies in Asset Purchase Agreements
Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world…
Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: Acquisition Agreements, Asset purchase agreements, Business acquisitions, buyer's protection, Case Study, Continental Motors, Danbury Aerospace, indemnification, indemnification provision, legal outcomes, M&A legal risk, third party vs direct claims
Asset Buyer Can’t Recoup its Stale Fraud-Breach Claims Against Earnout
Explore a case study from March 10, 2020, involving a medical device company acquisition and the implications of not pursuing fraud/breach claims post-closing. Learn about the court’s ruling and the importance of timely action in M&A deals. March 10, 2020…
Posted in earn out, earn outs, recoupment doctrine, statute of limitations Tagged with: Asset buyer, Claros Diagnostics v. OPKO Health, contract breach, Delaware Court of Chancery, earnout, fraud-breach claims, M&A legal blog, medical device company acquisition, post-closing claims, statute of limitations
No Seller Responsibility for Pre-Closing Product Recall in M&A Deal
December 19, 2019 Introduction: When a buyer acquires a manufacturing company, there’s a potential risk of dealing with product issues from the seller’s side before the acquisition. One such risk is the expense of recalling a product due to significant…
Posted in breach of representations and warranties, financial representation and warranty, indemnification, indemnification for pre-closing product loss, MAE rep, No Undisclosed Liabilities, representations and warranties Tagged with: Court verdict analysis, Delaware Court of Chancery, indemnification, M&A legal case, Manufacturing defect, Material breach, Pre-closing issues, Product recall dispute, Project Boat Holdings LLC v. Bass Pro Group LLC, Purchase agreement provisions, Seller responsibility
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