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Reliance Disclaimers: Vice Chancellor Zurn Provides a Drafting Lesson

John Jenkins

Reliance disclaimers can be a powerful tool to limit a seller’s exposure to fraud claims premised on alleged representations that didn’t find their way into the purchase agreement, but in order to be effective, the language of those disclaimers must clear a pretty high bar.

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Contract Fraud: Dealmakers Still Don’t Get Limits of Disclaimers?

John Jenkins

A recent blog from Weil’s Glenn West reviews a pair of Delaware decisions in which non-reliance, exclusive remedy & non-recourse clauses intended to sharply curtail a plaintiff’s ability to bring fraud claims in connection with an acquisition agreement were at issue.

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Comment on Another ‘Bad’ Word to Avoid! by PD

Appraisers Blog

Like everything else these days, I include a disclaimer of that correspondence with FNMA in the addendum. The use of the phrase, “places of worship” is permitted by FNMA. I reached out to FNMA explaing lender push-back and was informed it is permitted by FNMA. I’ve not had a problem since.

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Comment on Another ‘Bad’ Word to Avoid! by PD

Appraisers Blog

Just put a disclaimer in your addendum rather than having to explain everytime used. I contacted FNMA and they have no problem with its use in the context intended. To use it when necessary such as “the parties may desire a more in depth inspection” is totally permissible.

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Beware of Post-Closing Unjust Enrichment Claims

Harvard Corporate Governance

Reliance disclaimers, non- survival of representations and warranties, exclusive remedy, and no-recourse provisions in their typical forms, however, only go so far in court.

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Florida Passes Farthest-Reaching Anti-ESG Law to Date

Harvard Corporate Governance

It prohibits the issuance of any ESG bonds in the state, limits state contracting, redefines what it means to be a qualified public depository, and imposes new external communications disclaimer requirements. Below, we summarize the key provisions of HB 3 and offer a comparison against some of the anti-ESG laws on the books in other states.

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Weekly Roundup: June 2-8, 2023

Harvard Corporate Governance

Lubelczyk, Mayer Brown LLP, on Thursday, June 8, 2023 Tags: Delaware articles , Delaware cases , Delaware Court of Chancery , Delaware law , disclaimers , Mergers & acquisitions Schneider and Colin O.

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