What is the name of your state (only U.S. law)? MA
I am buying some intangible assets from another company for a set number of membership units in my LLC. The assets include a website domain along with all the content on the website. I have an indemnification clause to protect against any breach in the reps and warrants section. I want to make sure the seller owns the assets "free and clear." Since the seller is in the best position to assess the risk of loss from using the assets, I am asking for a personal guarantee equal to 10 times the amount of the purchase price (specified in membership units) for 5 years. He says this is unreasonable. He wants a cap equal to the purchase price. Since my liability isn't capped, why should I agree to cap his? What's customary and reasonable?
I am buying some intangible assets from another company for a set number of membership units in my LLC. The assets include a website domain along with all the content on the website. I have an indemnification clause to protect against any breach in the reps and warrants section. I want to make sure the seller owns the assets "free and clear." Since the seller is in the best position to assess the risk of loss from using the assets, I am asking for a personal guarantee equal to 10 times the amount of the purchase price (specified in membership units) for 5 years. He says this is unreasonable. He wants a cap equal to the purchase price. Since my liability isn't capped, why should I agree to cap his? What's customary and reasonable?