Global Private M&A Guide - Limited External Content

Venezuela

Select a topic
Start Comparison
Limitations on liability
Jump to
Limitations on liability Start Comparison
What is the common cap amount (as a percentage of purchase price)?
Frequency/market practice: This will depend on each transaction.
Does the cap (and other liability limitations) apply to the whole agreement or just warranties (or particular terms)?
Frequency/market practice: They are commonly applied to the entire agreement.
What are the common exceptions to the cap?
Frequency/market practice: Key warranties are often excepted (e.g., title, capitalization, authority). Often, tax, labor and specific areas of concern are also excepted, sometimes with specific higher caps. Separate caps can be negotiated.
Is a deductible or basket common?
Frequency/market practice: Both are common.
Is a de minimis common?
Frequency/market practice: Fairly common.
How long does seller liability survive?
Frequency/market practice: A general survival for 18-36 months is common.
Are there any common carve-outs from limitation on seller liability (e.g., fraud, tax, key warranties)?
Frequency/market practice: Tax, labor and environmental liabilities are usually tied to the expiry of the statute of limitations time period.
Is warranty insurance common?
Frequency/market practice: Rarely.
{{ $store.state.loadingScreen.message }} ...