What Actually are Indemnification Caps? And Why Should Buyers and Sellers Care?

by Joe Delehanty

We have all come across this concept (or is it a term?) before, but now, let’s take the time to really understand this. Over the next few posts in this series, we’ll take a dive into the indemnification pool (pun intended) and break down the useful definitions and considerations to give you enough to have a conversation and lead you into more in-depth research.

In fact, Indemnification Caps (“Caps”) are essential to both buyers and sellers and draw on expertise from litigators and deal lawyers. Are they worth it? You bet, a botched indemnification negotiation could negate the entire value of the deal you just closed. Is it tricky? As you’ll see, the negotiators have their own language.

Let’s start with a broad definition that we can refer back to throughout the series: What is an Indemnification Cap?

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Preference Claims! Not feeling “preferred”?

by Brooke Perez

As a business person, you no doubt are aware that bankruptcy effects the state of trade. In day to day operations, when providing goods or services to a struggling entity or individual you know, getting money due from your customers can prove to be difficult.

Perhaps you were lucky enough to receive some funds from your customer prior to its filing bankruptcy. Just when you were thanking your lucky stars for the little amount money you were able to receive from your customer prior to its bankruptcy filing, you receive the dreaded demand letter from the bankruptcy trustee in the mail and it hits you in the face like a splash of cold water. You’re being told you have to give it back any money received from 90 days prior to your customer filing bankruptcy.  And it's not some sort of bad joke, either.

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What You Need to Know About Indiana's Commercial Courts

by Michael Hartman

The Indiana Commercial Court Pilot Project has now been up and running for 3 months, joining the 22 other states that have specialized commercial courts. The pilot, which is not to exceed three years, began on June 1, 2016, and has since been implemented in six courts throughout the state of Indiana.

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Considerations for Including an Arbitration Clause in your Contract

by Lauren Schrader

Let’s say you are a startup business and you are in the process of working with your attorney to develop a contract for your future clients. Should you include an arbitration clause to resolve dispute with your clients? Nine times out of ten, my answer to you would be no.

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