An attorney can help the client understand and thereby make informed business and legal decisions by structuring the form of the transaction or leading the negotiation of the representations and warranties and indemnification provisions or both. This session will examine indemnification clauses and their relationship to successor liability and representations and warranties. Topics discuss by the panel include: What are the effects of sandbagging/anti-sandbagging provisions, escrow provisions, and damages offsets from other moneys due (e.g., insurance or tax savings), and is indemnity the sole or exclusive remedy.

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