Indemnification Cap

An Indemnification Cap is the negotiated maximum aggregate amount that an indemnifying party must pay for covered indemnity claims, often expressed as a percentage of purchase price. In deal terms, the Indemnification Cap limits seller exposure (or, in some cases, buyer exposure), and the Indemnification Cap may have carve-outs for fraud, fundamental reps, or special indemnities.

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Ryan Roberts Startup Lawyer
Ryan Roberts is a startup lawyer with more than two decades of experience advising on venture financings and M&A transactions totaling more than $1 billion. He is the author of the Amazon bestselling startup law book Acceleration.