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

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Multi-State
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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

An indemnification basket refers to the size of the damage incurred before a seller become liable to reimburse the purchaser for any losses. There are two types of ?baskets?: true deductibles and threshold/tipping baskets.

Indemnification basket refers to the amount that damages or losses must exceed before a seller is liable for any indemnification payments. An indemnity basket requires the buyer to incur a certain amount of loss before it can seek indemnification from the seller.

A tipping basket means where a loss exceeds the de-minimis, all losses beyond the de-minimis accumulate and they must go above the threshold in order for the indemnifier to pay. In other words, the indemnifier is liable for the entire amount once the basket threshold is tipped.

An indemnity basket requires the buyer to incur a certain amount of loss before it can seek indemnification from the seller. There are typically two types of baskets: true deductibles and threshold/tipping baskets. With a true deductible, the seller is only responsible for losses exceeding the basket amount.

This cap is the maximum liability under the indemnification stipulations and is stated to a specific dollar amount. Therefore, a seller will usually negotiate the lowest number possible.

Indemnity Cap The indemnification cap refers to the indemnification obligation of the seller to the buyer against breaches of reps and warranties. Certain reps and warranties are considered fundamental and are generally capped at or near the purchase price or even potentially beyond.

An indemnification 'basket' establishes a threshold under which dollar amount the buyer cannot make a claim against the seller, and an indemnification 'cap' limits the overall liability of the seller to a maximum 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 'tipping basket' (which is sometimes also referred to as a 'threshold basket') is a basket where if the losses equal or exceed the basket amount, the buyer will be entitled to full recover all of his or her losses, from the 'first dollar. '

So-called ?basket clauses? are used in estate planning to provide flexibility in apportioning assets and to save in probate fees. If assets do not require probate they are put in a secondary will and not taxed.

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