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