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Assuming Liabilities/Debt in Transactions: Tricks and Traps

September 19, 2019 @ 12:00 pm - 1:00 pm

This program will provide you a practical guide to drafting for the assumption and limitation of liabilities in business and commercial transactions. The program will cover the mechanics of assuming debt in a transaction, how it is identified, negotiated and documented. The program will discuss the related issue of how “bad conduct” carve-outs in indemnification and other limitation of liability provisions can defeat limitations on liability if the carve-outs are not carefully drafted. Successor liability in business transactions and techniques to avoid it will also be covered. This program will provide a real-world guide to handling debt and liabilities in transactions – identifying liabilities, negotiating and documenting their transfer or other treatment, and avoiding successor liability.

Handout Materials will be emailed to you prior to the seminar
1.0 MCLE Credit Hours


• Identifying and documenting the assumption of liabilities
• Successor liability and techniques to limit it
• “Bad conduct” carve-outs in indemnification and limitation of liability
• Risks of carve-out language being over-expansive and defeating liability protection
• Mistakes in the treatment of liabilities in transactions


Steven O. Weise, Proskauer Rose, LLP – Los Angeles