Applicability of Cap Clause Samples
The "Applicability of Cap" clause defines the circumstances under which a contractual limit on liability, or "cap," applies to the parties involved. Typically, this clause specifies which types of damages or claims are subject to the cap, such as direct damages, and may exclude certain liabilities like those arising from gross negligence or willful misconduct. Its core practical function is to provide clarity and certainty regarding the maximum financial exposure each party faces, thereby helping to allocate risk and prevent unexpected or unlimited liability.
Applicability of Cap. The limitation set forth in Section 9.03(c) shall not apply: (i) to inaccuracies in or breaches of any of the Seller Fundamental Representations; or (ii) to any of the matters referred to in Sections 9.02(a)(ii) and Section 9.02(a)(iii).
Applicability of Cap. The limitation set forth in Section 10.3(c) shall not apply to (and shall not limit the indemnification or other obligations of any Indemnitor pursuant to this Article X for or with respect to): (i) inaccuracies in or breaches of any of the Fundamental Representations; or (ii) any of the matters referred to in Sections 10.2(a)(iii), 10.2(a)(iv)(A) (in the case of 10.2(a)(iv)(A), only in the case of Willful Breach), 10.2(a)(iv)(B), 10.2(a)(v), 10.2(a)(vi), 10.2(a)(vii), 10.2(a)(viii) and 10.2(a)(ix). Subject to Section 11.4, the total amount of indemnification payments that each Indemnitor shall be required to make to the Indemnitees pursuant to Section 10.2 shall be limited to the aggregate amount of consideration such Indemnitor was entitled to receive (before deduction of any applicable Taxes) pursuant to Sections 1.5, 1.8 and 1.10 (with Indemnitors only being deemed to be entitled to receive Milestone Payments upon the actual achievement of the applicable Milestone Trigger Event and only being deemed to be entitled to receive the Escrow Amount upon the actual disbursement of the Escrow Fund).
Applicability of Cap. The total amount of indemnification payments that any Seller shall be required to make to the Indemnitees pursuant to Section 8.2(a)(i) or Section 8.2(b)(i) relating to the Fundamental Representations or any of the other matters referred to in Section 8.2 shall be limited to an amount equal to the aggregate Final Adjusted Purchase Price actually received by such Seller.
Applicability of Cap. In addition to the other limitations of this ARTICLE VII, (i) Buyer Indemnitees shall not be entitled to recover any Losses for which such Buyer Indemnitees may be entitled pursuant to Section 7.2(a)(i) and/or Section 7.2(b)(i) in an amount exceeding the Cap, and (ii) Seller Indemnitees shall not be entitled to recover any Losses for which such Seller Indemnitees may be entitled pursuant to Section 7.3(a) in an amount exceeding the Cap.
Applicability of Cap. The limitation set forth in Section 11.3(c) shall not apply to (and shall not limit the indemnification or other obligations of any Indemnitor for or with respect to): (i) inaccuracies in or breaches of any of the Specified Representations; (ii) any of the matters referred to in Section 11.2(a)(viii); or (iii) any of the matters referred to in Section 11.2(b)(iv).
Applicability of Cap. The limitation set forth in Section 6.03(c) shall not apply to inaccuracies in or breaches of any of the Seller Fundamental Representations or the Seller Environmental Representations.