03Dec
The First-Party/Third-Party Claim Distinction in Indemnification Provisions—Unambiguously Broad Is Not Necessarily the Same Thing as “Clear and Unequivocal”
Indemnification clauses are ubiquitous in commercial agreements of all types. In the M&A context, indemnification is a concept that applies most frequently in the contractual remedies regimes that are provided in private company acquisition agreements for breaches of representations and warranties, or for excluded liabilities. Indemnification is also a concept that arises in entity formation agreements for officers and directors in the corporate context, for members and managers in the limited...
By:
Weil, Gotshal & Manges LLP
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