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Indemnification is protection against loss or damage. When a contract is breached, the parties look to its indemnity clause to determine the compensation due to the aggrieved party by the nonperformer. The point is to restore the damaged party to where they would have been if not for the nonperformance.
Exit clauses are mechanisms that allow the parties to protect their interests when one of the reasons to exit a JV arises. If drafted correctly, they can provide a party with an elegant and equitable solution to exit a JV by disposing its shares or to take full control of it by acquiring the shares of the other party.
A Joint Venture Agreement is a contract between two or more parties who want to do business together for a period of time, without creating a formal partnership or new legal entity. Usually, both parties have an equal stake in the venture, and will both reap the benefits.
The indemnity clause is a common contractual method of allocating liability. In addition to a contractual indemnification, the party being indemnified takes a covenant from the indemnitor that he will obtain insurance against the risk of liability.
Essentially, a joint venture is, as a matter of Louisiana case law, a partnership under Louisiana law. The jurisprudence has established that the essential elements of a joint venture are generally the same as those of partnership, i.e., two or more parties combining their property, labor, skill, etc.
The indemnity clause is a common contractual method of allocating liability. In addition to a contractual indemnification, the party being indemnified takes a covenant from the indemnitor that he will obtain insurance against the risk of liability.
An indemnity clause is a provision in a contract that requires one party (the indemnifier) to take financial responsibility for any losses or liabilities that the other party (the indemnified) may incur as a result of a specific event or circumstances outlined in the contract.
The indemnification clause is a crucial element in commercial contracts as it helps mitigate the risks and consequences associated with potential breaches of contracts. This clause also ensures that the parties are fairly compensated for their losses and helps maintain a stable and predictable business relationship.