Avoiding Indemnity Ambiguity

Law360, New York (October 5, 2011, 12:52 PM EDT) -- Usually lawyers think of indemnity as an agreement by one to hold another harmless against claims by third parties. But that is not always the case, as seen recently in Zalkind v. Ceradyne Inc. (2011) 194 Cal. App. 4th 1010. This suggests caution if you are using the word “indemnify” in an agreement, or are litigating the meaning of that word.

In Zalkind v. Ceradyne, the Zalkinds and Quest Technology LP (Zalkind) sold the assets of Quest Technology to Ceradyne for $300,000 in cash and $2.14...
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