In M&A transactions, the seller makes representations and warranties to the buyer regarding the business being sold, its ownership, assets, operations, and liabilities. The seller typically indemnifies the buyer from losses incurred post-closing resulting from inaccuracies in those representations and warranties. This contractual structure is used by the parties to allocate certain known and unknown
Contracting parties use contractual indemnity provisions to customize risk allocation. Indemnification clauses vary widely and are typically heavily negotiated; however, if the events and related damages covered under the indemnity are appropriate in nature and scope, parties can manage risk expectations and avoid disputes. In order to select the appropriate indemnification scheme for any contract
The Louisiana Supreme Court ruled today in Daniel Bennett v. Demco Energy Services, et al., 2023-CC-01358 (La. 5/10/24), 2024 WL ***, a claim for defense and indemnity under a Master Services Agreement filed before a judicial finding of liability or loss is not premature. The Court explained “[w]e hold that a claim for indemnity
By the Kean Miller Construction Team
On April 6, 2016, Louisiana’s Third Circuit Court of Appeal issued a ruling on the question of whether the state’s relatively new anti-indemnity statute affects a defendant’s ability to assert the “statutory employer” defense for purposes of workers compensation. Blanks v. Entergy Gulf States Louisiana, LLC, No. 15-1094,