Florida Indemnity Provisions - Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings

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Multi-State
Control #:
US-ND1010
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This form provides boilerplate contract clauses that restrict or limit the dollar exposure of any indemnity under the contract agreement. Several different language options are included to suit individual needs and circumstances.

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FAQ

Indemnification Percentage means, as to any Principal Shareholder, the amount, rounded to two decimal places and expressed as a percentage, obtained by dividing (i) such Principal Shareholder's portion of the Purchase Price, by (ii) the aggregate portion of the Purchase Price payable to all Principal Shareholders, each ...

Letters of indemnity should include the names and addresses of both parties involved, plus the name and affiliation of the third party. Detailed descriptions of the items and intentions are also required, as are the signatures of the parties and the date of the contract's execution.

This cap (the ?General Cap?) is most commonly set at 10% of the total Purchase Price, although this may be higher or lower for certain deals. The cap on Fundamental Representations and Warranties is often set at up to 100% of the Purchase Price or even uncapped, and fraud claims are typically uncapped.

In the context of mergers and acquisitions, or a commercial transaction, a basket is a provision in a purchase and sale agreement that limits an indemnifying party's obligations to indemnify another party for small losses or claims. The basket establishes a monetary threshold.

A basket establishes a threshold under which the buyer cannot make a claim against the seller. In small market transactions, the basket amount is usually in the range of $25,000-$50,000, and is often determined as a percentage of the purchase price (around 0.5%).

How to Write an Indemnity Agreement Consider the Indemnity Laws in Your Area. ... Draft the Indemnification Clause. ... Outline the Indemnification Period and Scope of Coverage. ... State the Indemnification Exceptions. ... Specify How the Indemnitee Notifies the Indemnitor About Claims. ... Write the Settlement and Consent Clause.

A tipping basket is a threshold set so that when the buyer's losses exceed it, the seller is liable for the total number of the losses. This requires the buyer to meet an insurance-like deductible before the seller would be required to make the buyer whole.

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Florida Indemnity Provisions - Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings