Do fundamental representations usually get a much higher liability cap than the general ones?

There is no legal rule setting the cap for fundamental representations, so whether they get a higher limit than the general business representations comes down entirely to what the buyer and seller negotiate. Fundamental representations typically cover things like the seller's authority to sell, valid title to the shares or assets, and due incorporation — matters that go to the heart of whether the buyer actually received what it paid for — while general representations cover the ordinary operating details of the business, such as contracts, employees, and compliance.

Buyers frequently push for a much higher cap, sometimes tied to the full purchase price, or no cap at all, on fundamental representations, on the reasoning that a failure at that level undermines the whole transaction. Sellers do not always agree, and a seller with limited resources or strong negotiating position may resist an unlimited exposure even on fundamentals. What actually appears in a given agreement is a product of that negotiation, not a market standard imposed by law, so neither side should assume a particular tier structure will automatically apply without confirming it in the specific document.