Damages & indemnity
Articles on Damages & indemnity from LegalAgent AI Legal Lab — practical review points, clause-level checks, and AI-assisted legal workflows.
Articles tagged Damages & indemnity
Articles on Damages & indemnity from LegalAgent AI Legal Lab — practical review points, clause-level checks, and AI-assisted legal workflows.
What Is W&I Insurance (Representations and Warranties Insurance)? Risks Covered in M&A and the Seller's Liability
Using representations and warranties insurance does not automatically eliminate the seller's liability. Check the difference between buy-side and sell-side policies and the treatment of known matters and retentions, and consider the policy terms together with the indemnity provisions of the SPA.
Read articleIndemnification, Price Adjustment and Closing Conditions in an SPA: Designing Clauses on Conditions Precedent and Caps
The indemnification clause, the price adjustment clause and the closing conditions in a share purchase agreement (SPA) are interlinked. Because the clause design changes depending on whether a problem found in due diligence is handled through a price reduction, a condition precedent or a special indemnity, an integrated review including caps and procedures is likely to be necessary.
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Checkpoints for Reviewing Indemnity Clauses: Their Relationship with Damages, Third-Party Claims and Limitations of Liability
An indemnity clause sets out who handles the defense against third-party claims and who pays settlement amounts and attorneys' fees. Check whether the liability cap extends to indemnification and whether a short notice deadline could be an obstacle, together with insurance and the likelihood of recovery.
Read articleReviewing Damages and Limitation of Liability Clauses in Practice: How to Read Caps, Exceptions and Indirect Damages
Knowing only how many months of monthly fees the damages cap equals does not tell you the burden in the event of an incident. Check it against the contract unit used to count the cap, the damages excluded, the breaches carved out as exceptions, insurance and claim procedures.
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