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.
Minnesota Indemnity Provisions - Dollar Exposure of the Indemnity regarding Baskets, Caps, and Ceilings
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US-ND1010
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FAQ
It is the total amount of losses and damages a buyer is entitled to recover from the seller. In negotiating an indemnification cap, a seller will clearly seek the lowest cap possible, while a buyer will seek a high cap or no cap at all.
Depending on the wording of a contract, an indemnity could be classed as either liability or debt. If the court rules your indemnities as debt, and only your liability is limited, then there could be no limit to the claims made against you.
Every effort should be made to tie your indemnity obligation to your negligent or intentional misconduct, but even if you must agree to indemnify the owner against risks arising from the lease or your occupancy, insertion of the words ?to the extent? can narrow the scope of the indemnity agreement.
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.
An indemnification cap, or cap on an indemnity clause , is a cap on liability. It represents the obligation of a seller to a buyer against breaches of reps and warranties. This cap is the maximum liability under the indemnification stipulations and is stated to a specific dollar amount.
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.
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%).
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.