Delaware Chancery Holds Purchase Price Adjustment Does Not Bar Indemnification for Same Breach Absent Exclusivity Language

Delaware Chancery held that a post-closing purchase price adjustment favoring the seller does not bar the buyer from seeking indemnification for the same adjustment payment where the adjustment resulted from breached representations or warranties. The decision in Golden Rule Financial Corporation v. Shareholder Representative Services LLC rejected the seller's argument that the adjustment mechanism was the exclusive remedy, finding that absent explicit exclusivity language, a broadly drafted indemnity provision with anti-duplication language permits recovery when the adjustment itself traces to a rep breach.