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, taxes, ownership of shares, capitalization, intentional breach of representations, no conflict, title to assets, willful misconduct/breach of representations, breach of covenants, broker's fees and environmental 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 18 months being most prevalent.
Frequency/market practice: Carve-outs will often be made for fraud, due authority, due organization, taxes, ownership of shares, capitalization, intentional breach of representations, no conflict, title to assets, willful misconduct/breach of representations, breach of covenants, broker's fees and environmental representations.