Frequency/market practice: This differs significantly, subject to negotiations and the value of the transaction. It is customary to see a liability cap of around 20-30% of the total purchase price, with fewer instances of a cap of 50% or more.
Frequency/market practice: They usually only apply to warranties.
Frequency/market practice: Indemnification related to title/fraud/regulatory aspects (when relevant to the business) is usually not capped.
Frequency/market practice: A distinction is made between: (i) fundamental representations and warranties, for which the liability duration can be unlimited; and (ii) business representations and warranties, which, except for tax and social security matters (in respect of which) legal limitations usually apply), are generally applicable between 12 – 36 months.
Frequency/market practice: Unlimited for fraud and fundamental warranties (title to shares, authority and capacity). Specific indemnities might also be areas on which the seller's liability has fewer limitations/is unlimited.