A Credit Facility & Revolving Line Agreement defines the terms for ongoing credit access between borrower and lender. This playbook reviews financial covenants, interest structures, and default remedies.
Why This Matters: Unlimited or undefined liability exposes parties to catastrophic financial risk. Well-calibrated limits protect balance sheets while preserving accountability.
Negotiation strategy
If you're the Lender:
Negotiate for a liability cap tied to the transaction value to limit financial exposure. Ensure exclusions for consequential losses are included to protect against indirect damages.
If you're the Borrower:
Advocate for a higher liability cap to cover potential risks. Insist on carve-outs for fraud or wilful misconduct to maintain accountability.
Essential elements
1
Liability Cap
Limit on total financial exposure.
2
Exclusion of Consequential Losses
No liability for indirect damages.
3
Indemnifiable Losses
Carve-out for fraud or misconduct.
Action framework
ACCEPT
Propose edits when liability caps are too low or exclusions are missing.
EDIT
Reject clauses that do not include carve-outs for fraud or wilful misconduct.
ADD
Add clauses to define liability caps and exclusions clearly.
PRO TIP
Always align liability terms with the company's risk management policies to ensure comprehensive protection.
Example clauses
FAVORABLE
Balanced Liability Cap
"The liability of each party under this Agreement shall be limited to an amount not exceeding the total transaction value, except in cases of fraud or wilful misconduct, where no such cap shall apply."
NEUTRAL
Standard Exclusion Clause
"Neither party shall be liable to the other for any consequential, incidental, indirect, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities, arising out of or related to this Agreement, except in cases of fraud or wilful misconduct."
UNFAVORABLE
Uncapped Liability
"The liability of each party under this Agreement shall not be limited, exposing both parties to potential unlimited financial risk."
Fallbacks
High-Risk Projects
In high-risk projects, consider higher liability caps to account for increased potential damages. Ensure exclusions are comprehensive to mitigate indirect risks.
Cross-Border Transactions
For cross-border deals, review jurisdictional laws affecting liability terms. Adjust clauses to comply with local regulations and protect against unforeseen liabilities.
Technology Contracts
In technology agreements, focus on excluding consequential losses related to data breaches or intellectual property issues. Set clear caps to manage financial exposure.
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