M&A Boot Camp booklet 2023 - Flipbook - Page 77
Indemnification Obligations
Sample Indemnification Provision:
“From and after the Effective Time (but subject to Section 9.1), each
Indemnitor shall hold harmless and indemnify each of the Indemnitees
from and against, and shall compensate and reimburse each of the
Indemnitees for, such Indemnitor’s Pro Rata Share of any Damages
which are directly or indirectly suffered or incurred by any of the
Indemnitees or to which any of the Indemnitees may otherwise
directly or indirectly become subject (regardless of whether or not
such Damages relate to any third party claim) and which arise
directly or indirectly from or as a result of, or directly or indirectly
relate to:
(i) any inaccuracy in or breach of any representation or warranty
made by Target in this Agreement […]”
Hogan Lovells US LLP
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