Frequency/market practice: Cap amounts range from less than 10% to 100% of the purchase price. It is most common to have a cap between 15% and 50% of the purchase price, but also not uncommon for a cap of 100% of the purchase price.
Frequency/market practice: Fairly common; caps commonly apply to indemnification obligations in the entire agreement. Other limitations on liabilities (including baskets) can also be imposed for a breach of representations and warranties, a breach of seller covenants and other items.
Frequency/market practice: Common carve-outs for caps can include fraud, due authority, due organization, capitalization, ownership of shares, taxes, broker’s fees, intentional breach of representations, willful misconduct or breach of representations, no conflict, enforceability, title to assets, solvency, breach of covenants, environmental and intellectual property representations.
Frequency/market practice: Very common; inclusion of a basket is very common and many deals will include one. "First dollar" baskets remain most prevalent, but deductible baskets are also common.
Frequency/market practice: Not common; an eligible claim threshold establishing a de minimis amount for any individual claim is usually included in 35-40% of the deals.
Frequency/market practice: A range between 12-24 months is most common, with 12 months being most prevalent.
Frequency/market practice: Carve-outs will often be made for fraud, due authority, due organization, capitalization, ownership of shares, taxes, broker’s fees, intentional breach of representations, willful misconduct or breach of representations, no conflict, enforceability, title to assets, solvency, breach of covenants, environmental and intellectual property representations.