Liability

Discusses the function of indemnification clauses in transactions and how the different parties view them. Also breaks down a sample indemnification clause and explains the language and purpose of its various components, such as the duty to indemnify versus defend, covered losses and claims, and indemnification procedures.

Discusses the components of typical force majeure clauses, including the definition of a force majeure event, excusal of non-performance, and the parties’ obligations if an event occurs.

Discusses what implied warranties are and why sellers disclaim them in their agreements. Walks through a sample provision and explains which language is important to each party.

Explains the function of limitation of liability provisions in agreements. Also examines a sample clause and discusses its important concepts, including limits on types of damages, limits on the amount of damages, how caps work, and carve-outs.

Looks at the function of reps and warranties in agreements and transactions, different types of reps and warranties, and how and why parties qualify them.