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Stephanie Stradley, a legal expert who has written and lectured on contractual indemnification law and writes a sports blog for AOL, reviewed the agreement Wednesday.
Furthermore, the Rams franchise alleges that it has an express contractual indemnification right against the CVC for claims arising out of its operations, functions and obligations, including with respect to the PSLs.
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Indemnification is a contractual agreement to reimburse someone for specific losses.
However, the single largest contractual barrier we encountered was the issue of indemnification and medical malpractice liability insurance.
The buyer sued the funds and the company's CEO and CFO for fraud and conspiracy to commit fraud (as well as claims for indemnification) with respect to alleged misrepresentations made both in the stock purchase agreement (the "contractual claims") and outside the agreement (the "extra-contractual claims").
The decision serves as a reminder that, when there is a breach of a contractual representation, a buyer can circumvent the agreed caps, deductibles, timeframe, and procedural restrictions agreed by the parties with respect to indemnification by reframing the breach claim as a fraud claim.
Contractual obligation.
The double carve-out would make it clear that the parties intend not only to eliminate indemnification as the exclusive remedy for a fraud claim, but also to override the non-reliance provision's bar to extra-contractual fraud claims.
"But not contractual ones".
Indemnification of portfolio company executives.
contractual liability.
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CEO of Professional Science Editing for Scientists @ prosciediting.com