Kirkland M&A Update Kirkland & Ellis LLP

Indemnification Claims – Follow the Letter of the Contract

Purchase agreements typically include fairly elaborate provisions addressing the step-by-step process of how a buyer can pursue an indemnification claim against a seller for breaches of the terms of the sale. A number of recent Delaware decisions highlight how courts expect parties — both buyers and sellers — to strictly adhere to those terms in the event of a dispute over an indemnification claim or risk losing their right to pursue or defend the claim.