If a business is sold to several buyers together, do they share one indemnity cap or each get their own?
There is no default answer to this — it depends entirely on how the purchase transaction and the resulting agreement are structured. If several individuals or entities are buying together through a single purchasing corporation or as co-parties under one purchase agreement, they will typically be treated as a single "buyer" for the purposes of the indemnity provisions, meaning one shared cap and one shared right to claim, however the buyers may separately agree among themselves how any recovery is allocated internally.
If instead the transaction is actually structured as separate agreements, or the purchase agreement expressly identifies each buyer's rights and claims individually, the cap and other indemnity mechanics could be set up differently for each buyer, though this is less common for what is otherwise a single underlying business sale. Because this affects how much protection each buyer effectively has, co-buyers should work out both their internal arrangement and how the purchase agreement itself defines "buyer" for indemnity purposes before signing, rather than assuming it will sort itself out later.
Key takeaways
- There is no default rule for how multiple buyers share an indemnity cap.
- Co-buyers under one purchase agreement usually share a single cap as one "buyer."
- The purchase agreement's own definitions control how claims and caps are allocated.
- Internal allocation among co-buyers should be worked out separately in writing.