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  • Term

    Main definition

  • Indemnity

    Provisions in a definitive acquisition and sale agreement (and sometimes in an agreement in a different context) provide a party with indemnification rights and incidental remedial rights after the closing (i.e., to recover cash compensation for specified damages, losses, costs, or expenses for a specified period of time) against the other party, and those provisions are typically applicable only with respect to breaches by the other party of its representations and warranties or covenants (that survive the dosing), and under these provisions as well as other damages an indemnified party may have an express right to recover legal fees and legal costs and expenses incident to pursuing those remedial rights.

    Indemnities are typically negotiated, and often are subject to a basket, a cap, and other limitations and exclusions.

    Synonyms: indemnification

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