“Shall Indemnify and Keep Indemnified”

There’s no end to the weirdness that drafters dream up.

Evidently, it’s not enough that we have a choice between hereby indemnifies and shall indemnify (see this 2006 blog post). Recently I saw an additional variant, shall indemnify and keep indemnified. It appears in hundreds of contracts on the SEC’s EDGAR system.

It’s analogous to shall inflate the balloon and keep it inflated. It suggests that an obligation to indemnify is somehow a wasting asset. I don’t see how that could make sense.

If I’m missing something, please let me know.

Posted in Indemnification | 1 Comment

  • AWrightBurkeMPhil

    I hope it’s nonsense, because read literally, if I indemnify you and you blow the proceeds at roulette, it means I have to indemnify you again!