seller motion in Delaware

2022Ch.) (quoting Stonington Partners, Inc. v. Lernout & Houspie Speech Prods., N.V., 2002 WL 31439767 , at *8 n. 27 (Del.Ch.)). 17 Prairie Cap., 132 A.3d at 60 (quoting 3A William Meade Fletcher, Cyclopedia of the Law of Corporations § 1135, at 273–76 (perm. ed., rev. vol. 2011)). 12 ABRY and its Progeny In ABRY, the buyer alleged that the seller and company management manipulated financial statements to fraudulently induce the buyer to purchase the company.18 The buyer sought rescission of the transaction.19 The agreement at issue in ABRY did contain a non-recourse provision, even though the non

2022No. 1756-VCS, D.I. 15 (Tab 3, Part 4), § 11.10 (“Notwithstanding anything that may be expressed or implied in this Agreement, the Acquiror agrees and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner of member of the Selling Stockholder or of any Affiliate or assignee thereof .... it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any

2022Ch.) (quoting Stonington Partners, Inc. v. Lernout & Houspie Speech Prods., N.V., 2002 WL 31439767 , at *8 n. 27 (Del.Ch.)). 17 Prairie Cap., 132 A.3d at 60 (quoting 3A William Meade Fletcher, Cyclopedia of the Law of Corporations § 1135, at 273–76 (perm. ed., rev. vol. 2011)). 12 ABRY and its Progeny In ABRY, the buyer alleged that the seller and company management manipulated financial statements to fraudulently induce the buyer to purchase the company.18 The buyer sought rescission of the transaction.19 The agreement at issue in ABRY did contain a non-recourse provision, even though the non

2022Ch.) (quoting Stonington Partners, Inc. v. Lernout & Houspie Speech Prods., N.V., 2002 WL 31439767 , at *8 n. 27 (Del.Ch.)). 17 Prairie Cap., 132 A.3d at 60 (quoting 3A William Meade Fletcher, Cyclopedia of the Law of Corporations § 1135, at 273–76 (perm. ed., rev. vol. 2011)). 12 ABRY and its Progeny In ABRY, the buyer alleged that the seller and company management manipulated financial statements to fraudulently induce the buyer to purchase the company.18 The buyer sought rescission of the transaction.19 The agreement at issue in ABRY did contain a non-recourse provision, even though the non

2021Having failed to identify a gap in which the implied covenant could operate, Seller’s claim fails. 63 United Rentals, Inc., 937 A.2d at 830 ; see also Eagle Indus., 702 A.2d at 1232 . 64 Count I alleges a breach of the Purchase Agreement, not the breach of any other agreement between the parties.

2019Seller’s Declaratory Judgment Claim The crux of Seller’s declaratory judgment claim contends that Spectro is not entitled to indemnification and that the statute of limitations for Spectro’s fraud claim has expired.49 As discussed above, Spectro’s claim for indemnification for the 47 WisdomTree Invs., 145 A.3d at 983 (“If a plaintiff brings a legal claim seeking legal relief in the Court of Chancery, the statute of limitations (and its tolling doctrines) logically should apply strictly and laches should not apply.”). 48 Compl. ¶¶ 35–51.

2018The Sellers Disclosure of real property condition becomes part of the purchase agreement between the parties.8 As such, Violations of the Act, including issues with the seller’s disclosure, are treated by Delaware Courts as actions for breach of 5 Johnson v. Chrysler Corp., 213 A.2d 64, 66 (Del. 1965). 6 Downs v. State, 570 A.2d 1142, 1144 (Del. 1990). 7 Id. 8 6 Del.

2018The Sellers Disclosure of real property condition becomes part of the purchase agreement between the parties.8 As such, Violations of the Act, including issues with the seller’s disclosure, are treated by Delaware Courts as actions for breach of 5 Johnson v. Chrysler Corp., 213 A.2d 64, 66 (Del. 1965). 6 Downs v. State, 570 A.2d 1142, 1144 (Del. 1990). 7 Id. 8 6 Del.

2018The Sellers Disclosure of real property condition becomes part of the purchase agreement between the parties.8 As such, Violations of the Act, including issues with the seller’s disclosure, are treated by Delaware Courts as actions for breach of 5 Johnson v. Chrysler Corp., 213 A.2d 64, 66 (Del. 1965). 6 Downs v. State, 570 A.2d 1142, 1144 (Del. 1990). 7 Id. 8 6 Del.