[ii] There are technical distinctions between the duty to defend on the one hand and the obligation to compensate, on the other hand, but we use the reference to compensation or compensation as the two terms in this article. (ii) any violation by the seller of an agreement or agreement under this agreement or an additional final document; The compensation rights of the parties to compensation under this agreement are independent of the rights and remedies that the parties have under the law or in equity or otherwise because of a misrepresentation, breach of the guarantee or non-performance of a contract, agreement or obligation that exists to do so. , including the right to demand a defined benefit. , resignation or restitution, which do not affect or reduce rights or remedies. Sellers also negotiate other dollar restrictions for their compensation liability, including „mini baskets“ and „baskets.“ If the sellers successfully negotiated one of the above restrictions on their compensation obligations, it is likely that they argue that compensation should be the parties` only recourse. The award of compensation as the sole recourse of the parties protects the benefit of the negotiation process by the sellers and ensures predictability. However, the purchaser will seek cumulative corrective action if the limits of the seller`s compensation obligations to insufficient recourse capacity in light of possible closing and liability issues. Sometimes the parties will compromise and accept compensation as a single remedy for non-fundamental insurance and guarantees, but will allow cumulative remedies for basic insurance and guarantees or treaty violations. In the case of unilateral compensation, only one party (usually the seller) compensates the other party (usually the buyer) for misrepresentations, offences, acts and omissions. Unilateral compensation is very rare for AM transactions. The most common approach is mutual compensation in which (i) each party compensates the other party for its false statements and violations; (ii) the seller compensates the buyer for his sins of the past; and (iii) the buyer compensates the seller for his sins of the future.
The rules of compensation in the transactions of the M-A actually stipulate that when one party is sued for something related to the transaction, the other party agrees to take responsibility.