M&A Boot Camp booklet 2023 - Flipbook - Page 78
Indemnification Obligations
When does the obligation to indemnify begin?
Joint and several liability vs. pro rata liability
What types of damages are recoverable?
– Sample definition:
“ ‘Damages’ shall include any loss, damage (including consequential
damages), injury, decline or diminution in value, lost opportunity, Liability,
claim, demand, settlement, judgment, award, fine, penalty, Tax, fee
(including attorneys’ fees), charge, cost (including costs of investigation) or
expense of any nature.”
– Possible exclusions of certain types of damages – consequential damages,
damages based on multiples of revenues or cash flows, punitive damages, etc.
– Recovery of damages arising from third party claims vs. first party claims
Hogan Lovells US LLP
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