Kforce Inc. News Release (04/03/12)
Kforce Inc. on April 3 announced the completion of the sale of
all of the issued and outstanding shares of capital stock of
Kforce Clinical Research Inc. for an aggregate purchase price of
$50 million in cash. David Dunkel, chairman and chief executive
officer at Kforce, said, “Selling this division was a
logical step for us as we continue to narrow our focus,
streamline our business mix, and concentrate our resources on our
core service offerings.”
Buyers of a business generally expect sellers to be responsible for certain liabilities relating to when the seller owned its business—a concept mergers and acquisitions professionals refer to as indemnification. Indemnification is one of the most heavily negotiated, and potentially most significant, provisions of a purchase agreement, and understanding the terminology common to such agreements is essential when negotiating a deal. Attorney Paul Pincus of Ortoli Rosenstadt LLP explains what sellers are liable for, how a seller’s liability may be limited, and how buyers may seek to fund potential indemnity claims.
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