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Buying & Selling a Business

Does my indemnity cap shrink with each claim I make, or is it a fresh limit every time?

TSL Written by the Treadstone Law team· Updated August 2026

Normally the cap shrinks with each successful claim rather than resetting, because it is typically drafted as a single aggregate ceiling on the seller's total indemnity exposure across the whole survival period, not a fresh allowance available separately for every individual claim. Under that common structure, each amount the buyer successfully recovers is deducted from the remaining available cap, so a buyer who has already recovered a significant portion through earlier claims has correspondingly less room left for a later one.

Some agreements complicate this by having separate caps for different categories of representations, for example a lower cap for general business representations and a separate, higher or unlimited cap for fundamental representations, in which case each category's cap operates independently rather than sharing one combined pool. Whether a given purchase agreement uses a single shared cap or several separate ones for different claim categories is entirely a matter of its specific drafting, so a buyer tracking cumulative recovery against a stated cap should confirm which structure actually applies before assuming how much room remains.

Key takeaways

  • Indemnity caps are typically a single aggregate ceiling, not a fresh limit per claim.
  • Successful claims generally reduce the remaining available cap going forward.
  • Some agreements use separate caps for different categories of representations.
  • Confirm the specific cap structure before assuming how much recovery room remains.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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