"Limiting Post-Closing Indemnification Obligations in the Acquisition Context — Some Roads Less Traveled," Bloomberg Mergers & Acquisitions Law Reports

Emanuel S. Cherney, Partner and Vice-Chair of the Corporate & Finance Department, and Lowell Dashefsky, Associate in the Corporate & Finance Department, authored the article "Limiting Post-Closing Indemnification Obligations in the Acquisition Context — Some Roads Less Traveled," in the December 22, 2008, issue of Bloomberg Mergers & Acquisitions Law Reports.  The article discusses some of the indemnification provisions in acquisition agreements that are less commonly negotiated, but that can have a significant impact on a buyer's right to an indemnification claim.  Some of these include mitigation of damages, limitation to after-tax loss, limitation to loss net of insurance proceeds, offset by other third party recoveries, indemnification as exclusive remedy, and effect of buyer's knowledge.