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 buyer often starts negotiations by asking for a cap of 100% of the purchase price, but the seller tends to negotiate to decrease the percentage and a common ground is generally reached (taking account of the due diligence findings and potential exposure provided by the auditors). Some obligations, such as noncompete, may have a higher cap, depending on the size of the deal. Lower caps may be negotiated. In infrastructure projects, the cap is usually between 10-20% of the purchase price.

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

Frequency/market practice: Usually, the cap applies to all obligations of the agreement, except for certain obligations that may be excluded, depending on the amount of the deal, e.g., noncompete or confidentiality obligations.

What are the common exceptions to the cap?

Frequency/market practice: This depends on the size of the deal and noncompete/non-disclosure provisions, breach of fundamental reps and warranties, and breach of compliance law.

Is a deductible or basket common?

Frequency/market practice: Both are common; it varies from case to case.

Is a de minimis common?

Frequency/market practice: Fairly common; it varies from case to case.

How long does seller liability survive?

Frequency/market practice: It usually survives for five years, in line with the statute of limitation for tax (which is usually increased to six years) and labor liabilities. However, a reduced period is sometimes seen.

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

Frequency/market practice: Yes, all those carve-outs apply.

Is warranty insurance common?

Frequency/market practice: This is fairly uncommon, as it is still an expensive tool only recently introduced in the Brazilian market.