Indemnification Litigation Over Non-Disclosure of Lawsuit

Dr. Naresh & Beena Nagpal
Representation of Dr. Naresh and Beena Nagpal regarding indemnification claims arising out of an equity purchase agreement signed in May 2008. Dr. Nagpal was the principal owner of Omni Home Health Services, Inc., a national home healthcare firm providing home care services in multiple states throughout the country. The company was subsequently sold to an entity owned by the financial powerhouse, Goldman Sachs. The equity purchase agreement obligated Dr. Nagpal to disclose any pending litigation against Omni Home Health Services, Inc. Based on representations made at the time of the closing that no outstanding litigation or actions were pending against the company, the buyers closed on the transactions. Some time after the purchase closed, Omni learned that one of its agencies operating in Texas had in fact been sued prior to the closing. That suit resulted in a multi-million dollar judgment against the agency and its parent. Omni sued the clients, seeking indemnification on the basis of the non-disclosed suit. Bilzin Sumberg is defending against these indemnification claims, contending that an entitlement to indemnity has not occurred, as defined under the equity purchase agreement, because Dr. Nagpal was not made aware in a timely manner of the outstanding complaints filed by Performance Based Healthcare Solutions, LLC, in Texas.
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Michael N. Kreitzer

Michael N. Kreitzer

Partner, Litigation Practice Group Chair