What is the common cap amount (as a percentage of purchase price)?
Frequency/market practice: Commonly less than 100% in respect of business warranties. Mid-cap and larger deals see lower caps, e.g., 20 to 50%.
Does the cap (and other liability limitations) apply to the whole agreement or just warranties (or particular terms)?
Frequency/market practice: Usually warranties only.
What are the common exceptions to the cap?
Frequency/market practice: Fundamental warranties (e.g., title, capitalization, authority) are often excepted. Tax and specific areas of concern (such as anti-bribery and corruption) are often excepted and specific higher caps may be negotiated for them.
Is a deductible or basket common?
Frequency/market practice: Deductible is usually resisted, and a tipping basket is more common.
How long does seller liability survive?
Frequency/market practice: General survival of 18 to 24 months is common.