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A Clarified Approach to Exclusion Clauses in Contracts for Sale of Goods

Exclusion clauses are a common feature of agreements of purchase and sale and other commercial contracts. While often subject to negotiation, parties sometimes proceed with standard form exclusion clauses that may inject uncertainty into what claims or implied statutory obligations are excluded from the parties agreement. In the event of a later dispute, the scope and import of the exclusion clause will be of considerable importance. ....

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Recent Québec Court of Appeal Decision Highlights the Importance of Clear Drafting for Earnouts | Stikeman Elliott LLP

Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often. ....

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