Grumpy,
Indemnification is a separate issue which deals more with guarantees. It is not relevant to the issues here. If you read my posts you will see that I never mentioned indemnification. I am not sure where you came up with the term.
Please consider this hypothetical.
Seller A says "pay me a fee and I will give you a discount on books you buy from me. I have great prices to start with and you will save even more. I have a massive inventory."
Buyer pays the fee in reliance on that statement.
Seller A then says, "I am increasing the price of the books I sell and also reducing significantly the number of books available from me. This is not my fault. It is because of industry conditions."
Seller A is acquired by Seller B. At the same time Seller A reduces its books available and increases its prices, Seller B Sells those books at one half of the price of Seller A.
Buyer then faces this choice: Buy the book from the Seller A Membership club. Buy the book from Seller A's parent at one-half the price Buyer would pay Seller A.
Please explain the benefit Buyer received for the fee he or she paid Seller A to join the club? Please explain Seller A's statement that the change is due to industry conditions when its parent company charges one half the price?
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