Do I have to prove an actual dollar loss to make an indemnity claim, or is a breach enough?

Generally, a breach of a representation or warranty by itself is not enough — an indemnity claim typically requires the buyer to show both that a breach actually occurred and that it caused a quantifiable loss or damage, since an indemnity is fundamentally about compensating for actual harm rather than punishing a technical breach that caused no real financial impact. A representation that turns out to be technically inaccurate but did not actually cost the buyer anything usually will not support a meaningful monetary recovery, even though it may still be, strictly speaking, a breach.

How loss is calculated, and what counts toward it, is usually addressed in the purchase agreement's definition of indemnifiable "Losses," which can be broader or narrower depending on drafting, sometimes including related costs like reasonable legal fees incurred investigating or pursuing the claim. Because proving both breach and quantifiable loss is often the harder part of an indemnity claim in practice, a buyer considering a claim should focus early on documenting the actual financial impact, not just establishing that something in the representations turned out to be inaccurate.