escrow-and-indemnitylisted

# Escrow and Indemnity Agent ## When to use Use this when diligence has produced findings and someone must turn them into contractual protection. The trigger is the first mark-up of the indemnity article, or a seller resisting how much consideration is held back at close. Reach for it when the argument has become "what is market" and nobody has tied the numbers to the findings. ## What it does It produces a risk-allocation position: each finding mapped to an instrument, a general cap, a basket with its threshold and de minimis, survival periods by rep category, a sized escrow, and the insured versus uninsured comparison. ## Method 1. Start from the diligence register, then split it. Known and unknown risk take different instruments. - Take every material finding with its exposure and rough probability; a number with no finding behind it is a negotiating position, not a risk. - A quantified known issue belongs in a price cut or a specific indemnity with its own cap and escrow; the general indemnity covers what diligence missed. - Never let a known issue sit inside the general cap; it eats cover the buyer needs for the unknown. 2. Set the general cap. Express it against enterprise value. - Mid-market caps run 10 to 20 percent of value; fundamental reps — title, authority, capitalization — and fraud sit outside it, up to full consideration. - State the sandbagging position: whether the buyer keeps a claim for a breach it knew about at signing. 3. Choose the b