On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an.
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The United States Court of Appeals for the Seventh Circuit (“Court”) addressed in a March 31st Opinion the indemnification provision of an Asset Purchase Agreement (“APA”) involving contamination that was identified subsequent to closing. See Wisconsin Central Ltd. v. Soo Line Railroad Co., No. 19-3129.
One of the questions involved whether a claim had occurred within the meaning of the APA triggering indemnification.
In 1987 Wisconsin Central, Ltd. (“Wisconsin Central”) entered into an APA with the Soo Line Railroad Company (“Soo Line”) to purchase certain rail lines. The APA allocated responsibility between the parties for future environmental liabilities.
Soo Line agreed to retain liability and indemnify Wisconsin Central for: