A specific indemnity is a tailored contractual promise by the seller to compensate the buyer for losses arising from a particular identified risk or matter, drafted separately from the general warranties. Specific indemnities are commonly given for known issues surfaced in due diligence (such as identified litigation, environmental contamination, employee disputes, or tax exposures) where the buyer wants certainty of recovery rather than relying on a warranty claim.
Specific indemnities typically operate on a dollar-for-dollar basis with no basket, deductible, or knowledge qualifier, and may sit outside the general liability cap depending on negotiation.