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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Transactions

Date & Time
  • event Date

    Thursday, October 26, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will provide insight into insurance and indemnification provisions in real estate purchase and sale agreements (PSAs), leases, and construction contracts. The panel will discuss current trends and practical strategies in negotiating and litigating these provisions.

Faculty

Michael W. Huddleston
Shareholder
Munsch Hardt Kopf & Harr PC

Mr. Huddleston’s practice focuses on commercial insurance, risk management, litigation management and appeals. He routinely represents corporate and professional policyholders and assists claimants in insurance recovery involving commercial insurance. He works closely with transactional and corporate counsel in the review and drafting of risk management provisions regarding insurance, indemnity, disclaimers, waivers and exculpatory clauses in a wide variety of commercial agreements, including commercial real estate contracts, construction contracts and leases, agreements with municipalities and other service contracts. He also provides advice regarding insurance options such as owner and/or contractor controlled insurance programs, project specific professional liability, contractor’s professional liability plus indemnity, etc. He also assesses insurance and liability exposure and alternative options such as representation and warranty coverage in connection with mergers and acquisitions.

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Michael S. Hale
President
Clairmont Advisors, LLC

Mr. Hale has more than 20 years of experience in the insurance industry as an attorney and a broker, and has represented both insurers and policyholders in coverage-related matters. He has taught insurance and risk management to thousands of insurance professionals and is routinely published as an expert on these topics. In addition, Mr. Hale has served as an expert witness in more than 150 insurance coverage and errors and omissions cases.

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Description

The allocation of risk accomplished by indemnification agreements is often a hotly negotiated term of real estate contracts and leases. When not negotiated, arrangements are frequently not in compliance with applicable state indemnification laws or do not reflect the fundamental axiom that liability should follow control. Unbalanced indemnification provisions often arise from unbalanced negotiating positions. This panel will address the nuts and bolts of indemnification agreements and insurance contracts, analyzing how indemnification agreements require one party (the indemnitor) to bear the risk of claims against the other party (the indemnitee) for loss and damages claimed by a third party. The role of insurance in providing a source of funds for indemnification obligations will be addressed.

Indemnification and insurance provisions are standard requirements of PSAs, leases, and construction contracts. Standalone indemnity agreements are also frequently employed to balance the rights of a counterparty with its obligations.

Informed counsel must recognize how to protect client interests by deftly structuring indemnification provisions, considering state law and respective risks and control in careful drafting.

Listen as our authoritative panel discusses current trends, practical strategies in negotiating these provisions, and the advanced arguments made by the parties to these instruments.

Outline

  1. Indemnification obligations in commercial PSAs
    1. Seller indemnification
    2. Buyer indemnification
    3. Other indemnification issues
  2. Indemnification obligations in lease agreements
    1. Commercial leases
    2. Insurance
  3. Indemnification in construction contracts
    1. Applicable law
    2. Various positions
  4. Strategies and practical considerations

Benefits

The panel will review these and other relevant issues:

  • How can counsel craft adequate indemnification lease provisions that protect their clients?
  • How can counsel best mitigate or allocate risk when drafting and negotiating these provisions?
  • What are the most commonly disputed issues around these provisions, and what are effective strategies for resolving them?
  • What are the insights into current trends for practical strategies in negotiating these provisions?