Frequency/market practice: It depends on the size and type of transaction; it usually ranges from 5% to 30%.
Frequency/market practice: Caps commonly apply to indemnification obligations in the whole agreement (although breaches of the seller's/target's covenants are often carved out from the cap). Other limitations on liabilities (such as baskets and mini-baskets) commonly apply only to the representations and warranties. Specific representations and warranties or other items in the agreement may have different cap amounts.
Frequency/market practice: Fraud is usually excluded from the cap. Certain fundamental representations and warranties (e.g., authority, capitalization, due organization, ownership and title) are also commonly excluded. Breaches of the seller's/target company's covenants are also often carved out from the cap. Recently, anticorruption representations and warranties have been heavily negotiated to be excluded (as considered fundamental representations and warranties).
Frequency/market practice: Baskets are fairly common. True deductibles are seen if the seller has a strong bargaining position.
Frequency/market practice: Typically 18-36 months; with specific additional terms for tax, labor and environmental matters, as well as for fundamental representations and fraud.
Frequency/market practice: Common carve-outs include taxes, labor, capitalization, due authorization and organization, ownership of shares and fraud, usually tied to the expiry of the statute of limitations.