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: The amount ranges from 10%-40% of the purchase price in relation to business warranty, depending on the size of the deal. Financial caps on key warranties (i.e., authority, title, capacity, etc.) as well as tax indemnities are generally limited to 100% of the purchase price or are unlimited in certain deals.

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

Frequency/market practice: They usually apply to warranties only, but in some cases, they are negotiated and are applied to other claims, such as tax indemnities, specific indemnities and other covenants.

What are the common exceptions to the cap?

Frequency/market practice: Key warranties are generally excepted (e.g., title, capacity, authority). Fraud and gross negligence are also excepted. Often specific areas of concern, such as tax, employment and environmental, have specific higher caps.

Is a deductible or basket common?

Frequency/market practice: A basket is common.

Is a de minimis common?

Frequency/market practice: Common

How long does seller liability survive?

Frequency/market practice: The general negotiated survival period could be anywhere from 12-36 months post-closing in relation to business warranties. The survival periods for tax or key warranties is commonly up to the expiry of the applicable statute of limitation, although we have seen this negotiated to shorter periods in certain cases depending on the profile of the seller.

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

Frequency/market practice: It is common to carve out key warranties (e.g., title, capacity, authority ) as well as fraud and gross negligence or significantly expanding the key warranties survival period (e.g., up to the expiry of the applicable statute of limitation).

Is warranty insurance common?

Frequency/market practice: Not common but often discussed.