Is indemnification a remedy?

Indemnification Provisions As the name suggests, an indemnification as an exclusive remedy provision means that the right to indemnification provided under the M&A agreement is the parties' exclusive remedy for any breach of the representations, warranties, covenants, agreements, and obligations in the M&A agreement.

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Indemnity Provisions - Exclusivity of Indemnity as a Remedy

Clark Nevada Indemnity Provisions - Exclusivity of Indemnity as a Remedy

Name: Clark Nevada Indemnity Provisions - Exclusivity of Indemnity as a Remedy
Brand: US Legal Forms
Rating: 4.84 (265 reviews)

Category:

Contracts - Clauses - Indemnification

State:

Multi-State

County:

Clark

Control #:

US-ND1012

Format:

Instant download

Description

This form provides boilerplate contract clauses that define the exclusivity or nonexclusivity of indemnity as a remedy under the terms of the contract agreement. Different language options for exclusivity and nonexclusivity are included.

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FAQ

Indemnification Provisions As the name suggests, an indemnification as an exclusive remedy provision means that the right to indemnification provided under the M&A agreement is the parties' exclusive remedy for any breach of the representations, warranties, covenants, agreements, and obligations in the M&A agreement.

If a contract and a course of dealing exist between two parties, if one party now wants an indemnification agreement signed, there must be new consideration. You have to pay for the new agreement to be a contract and to be binding. No consideration, no contract.

Indemnity can be claimed for loss arising out of the action of a third party to a contract, whereas damages can only be claimed for loss arising out of the actions of the parties upon breach of contract.

Tips for Enforcing Indemnification Provisions Identify Time Periods for Asserting Indemnification Rights.Provide Notice in a Timely Fashion.Notify All Concerned Parties.Understand Limitations on Recovery.Exclusive Remedy.Scope of Damages.Claims Process/Dispute Resolution.

Indemnification is only for Third Party Claims Unless Clause Expressly States it applies to First Party Damages. An indemnification clause will only apply to liability for claims brought by third parties. It will not apply to claims between the contracting parties.

Indemnification, according to the court, is an offensive righta swordallowing the indemnitee to seek indemnification. On the other hand, hold harmless is a defensive measure providing the right not be bothered by the other party itself seeking indemnification. Under this view, hold harmless shields one party

To indemnify means to compensate someone for his/her harm or loss. In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

The elements of a cause of action for indemnity are (1) a showing of fault on the part of the indemnitor and (2) resulting damages to the indemnitee for which the indemnitor is contractually or equitably responsible. Expressions, supra, 86 Cal. App.

Indemnification provisions are generally enforceable. There are certain exceptions however. Indemnifications that require a party to indemnify another party for any claim irrespective of fault ('broad form' or 'no fault' indemnities) generally have been found to violate public policy.

Court will not enforce an indemnification provision that indemnifies an indemnitee for its own negligence unless the intention of the parties is clearly and unambiguously expressed. Courts first look for specific language in the contract that address the fault or negligence of the indemnitee.

Clark Nevada Indemnity Provisions - Exclusivity of Indemnity as a Remedy

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FAQ

Is indemnification a remedy?

Does an indemnification agreement need consideration?

What is the difference between indemnification and damages?

How do you enforce an indemnity clause?

Is indemnification only for third party claims?

Is indemnification a defense?

What is the purpose of indemnification?

Is indemnification a cause of action?

Are indemnification agreements enforceable?

Do indemnity clauses hold up in court?

Interesting Questions

What does the term 'indemnity' mean in Clark Indemnity Provisions?

Why is indemnity considered an exclusive remedy in Clark Indemnity Provisions?

Are there any limitations on the exclusivity of indemnity in Clark Indemnity Provisions?

What happens if the indemnifying party fails to fulfill their obligations?

Can indemnity provisions be negotiated or modified in Clark Indemnity Provisions?

Are there any circumstances where indemnity may not apply?

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