Handling M&A Indemnification Issues

Indemnification terms are critically important in allocating risks in mergers and other business sale transactions, while representations and warranties provide the foundation for parties agreeing to enter into a business sale transaction. When representations and warranties are determined to be untrue or covenants the parties entered into are breached, the indemnification provisions help demarcate risk lines and provide the framework for resolution.

Learn how to draft indemnification provisions for different business scenarios, and get tips for properly allocating risk and addressing unique regulatory requirements and other sources of liability-beyond a breach of a representation or warranty. More specifically, learn about: the use of fundamental, special, and general representations; the use of caps on liability, as well as baskets and buckets; the types of damages recoverable; how to address third-party claims; time limitations to bring claims; the use of a stockholders’ representative; methods of dispute resolution; and resources available for lawyers drafting indemnification provisions.