Client Alerts

Chancery Court Decision Addresses Common Post-Closing Indemnity Provisions

In a recent decision from Vice Chancellor Glasscock, ENI Holdings, LLC v. KBR Group Holdings, LLC, the Delaware Court of Chancery provided important guidance for drafters of contracts with respect to the use of survival clauses to shorten the statute of limitations for breaches of representations and warranties and on the interaction between the survival clause, the procedures for indemnification for breach of contract, and the exceptions to, and limitations on, indemnification obligations.

Click here to download Morris Nichols analysis and a copy of the Court’s opinion.


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