Indemnification clauses – How to steer your merger clear of lawsuits

Description

Abstract: If a liability emerges after a deal closes, who’s responsible: the buyer or seller? Indemnification provisions are designed to answer this question. This article outlines the provisions of the typical indemnification clause and argues that well-crafted clauses are important if the deal parties want to avoid lawsuits in the future. A sidebar defines the “survival period” element of indemnification clauses.