“Indemnify For, From, and Against”

In the discussion with Brian Buckham that gave rise to today’s other post on indemnification, Brian also mentioned use of the triplet for, from, and against in indemnification language. So I looked into that too.

As far as I can tell, for, from, and against were originally linked to indemnify, hold harmless, and defend, as in the following from EDGAR:

NEW OPERATORS shall indemnify, defend and hold harmless OWNERS for, from and against any liability …

That linking of triplets would appear to owe as much rhetorical grandeur as to semantics. For example, against, from, and against would have been a legitimate option (see today’s other post), but it wouldn’t have had the same zing as for, from, and against.

That use of for, from, and against was driven by rhetorical appeal rather than substance would explain why nowadays there’s no clear link between a specific verb and a specific preposition. Instead, it seems pretty random, with the number of verbs routinely being different from the number of prepositions. Here are some of the arrangements I saw on EDGAR:

CIG Financial shall have the right to require the Dealer to, and Dealer agrees to, defend, save, indemnify and hold CIG Financial harmless for, from and against any and all liabilities … [four verbs, three prepositions]

Buyer shall hold Seller harmless from and indemnify Seller for, from and against any and all claims … [two verbs, three prepositions]

Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party and its affiliates, parent companies, subsidiaries and their respective directors, officers and employees, from any and all claims … [three verbs, one preposition]

I’ll use one verb and one preposition, thank you very much. Regarding an alternative to the verb indemnify and what to use instead of defend, see this post. Regarding prepositions, see today’s other post.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

1 thought on ““Indemnify For, From, and Against””

  1. And there is another “from” issue.
    In the common phrase “Seller assumes all liabilites and obligations arising from and after the Closing”, what does “from” mean? Does it mean liabilites arising from the transfer of the assets to Buyer? If it does not means this then what purpose does it serve because “after” covers from the moment the close occurs.


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