Clients who buy or sell contaminated property always ask “will the indemnification clause in the asset purchase agreement protect me?” Lawyers drafting such clauses often look to see how courts have interpreted similar provisions. Recently, the U.S. Court of Appeals for the Sixth Circuit examined the retained liability and indemnification clauses in an asset purchase agreement governed by Ohio law in Textileather Corporation v. GenCorp Inc., __ F.3d __, 2012 WL 3932060 (6th Cir. Sept. 11, 2012). The Sixth Circuit concluded that the seller retained the liabilities for the environmental contamination (including CERCLA liabilities) and was legally obligated to pay the buyer for those liabilities under the indemnification clause.
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Will the indemnification clause in the asset purchase agreement protect me?
USA September 19 2012
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