Limitations on liability
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Limitations on liability Start Comparison
What is the common cap amount (as a percentage of purchase price)?

Frequency/market practice: Caps for fundamental, business and tax warranties are often separate. The cap for fundamental warranties can range from 50 to 100% of the purchase price, while the cap for tax and business warranties tends to be lower. There is a shift towards a lower cap for business warranties.

Does the cap (and other liability limitations) apply to the whole agreement or just warranties (or particular terms)?

Frequency/market practice: Both are seen regularly.

What are the common exceptions to the cap?

Frequency/market practice: Key warranties are often excepted (e.g., title, capitalization, authority). Tax and specific areas of concern are also often excepted, sometimes with specific higher caps. Separate caps can be negotiated.

Is a deductible or basket common?

Frequency/market practice: Fairly common.

Is a de minimis common?

Frequency/market practice: Fairly common.

How long does seller liability survive?

Frequency/market practice: This is commonly one to three years for breach of business warranties. Breach of tax warranties tends to survive for longer periods — negotiations start at 10 years but often end up at around five years.

Are there any common carve-outs from limitation on seller liability (e.g., fraud, tax, key warranties)?

Frequency/market practice: Fraud carve-outs are common. Tax carve-outs are not as common (and are usually negotiated as specific indemnities).

Is warranty insurance common?

Frequency/market practice: Increasingly common.