Maximum liability cap Sample Clauses

A maximum liability cap clause sets a limit on the total amount of financial responsibility one party can be held to under a contract. Typically, this cap is defined as a fixed sum or tied to the contract value, and it applies to damages or losses arising from breaches of contract or negligence, but may exclude certain liabilities like fraud or willful misconduct. The core function of this clause is to allocate and manage risk by preventing potentially unlimited financial exposure, thereby providing predictability and security for both parties.
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Maximum liability cap. Sellers shall only be liable to Buyer hereunder for breaches of this Agreement or any of the Closing Documents, including any breach of a Sellers’ Warranty and any indemnification obligations hereunder, with respect to which (A) the valid claims for all such breaches collectively aggregate more than the Liability Threshold (provided, however, that once the Liability Threshold has been reached Sellers shall be liable for all claims back to dollar zero), and (B) such breach existed on the applicable Closing Date and a claim is made by Buyer against Sellers with respect to such claim on or before expiration of the Representation Sunset Period; provided, however, that the Liability Threshold shall be allocated between Sellers based on the proportion of the aggregate Property Purchase Prices of the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties. Each Seller shall indemnify and defend Buyer and its Affiliates against, and hold Buyer and its Affiliates harmless from, any and all Liabilities incurred in connection with, arising out of, resulting from or incident to (i) any breach or inaccuracy of any of Sellers’ Warranties of such Seller and (ii) any breach of any covenant or agreement made by such Seller in this Agreement or any of the Closing Documents; provided, however, that in any event, each Seller’s aggregate liability under this Agreement shall be limited to its proportionate share of the Liability Cap based on the proportion of the aggregate Property Purchase Prices of the VMP Properties to the aggregated Property Purchase Prices of the MSR II Properties, except any Liabilities resulting from (x) (i) a breach of any of Sellers’ Warranties based on fraudulent or willful misrepresentation by a Seller Party with respect to any matter set forth in Section 7.2 or Exhibit C or in any of the Closing Documents or (ii) such Seller’s breach of or default under Section 8.2 shall not be subject to the Liability Cap or the Representation Sunset Period and (y) a breach of any of the Seller Fundamental Representations shall not be subject to the Liability Cap.
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Maximum liability cap. Notwithstanding any other provision in this Premium Service Plan, ▇▇▇▇▇▇ ▇▇▇▇▇'▇ total maximum liability under this Premium Service Plan shall in no event exceed the lesser of: (a) the original purchase price of the covered product, or (b) the current market value of a comparable replacement product. This limitation applies regardless of whether the claim arises in contract, tort, strict liability, or otherwise.
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Maximum liability cap. Notwithstanding any provision of this Agreement to the contrary, Buyer agrees that the aggregate liability of Seller to Buyer for Gas Shortfall Liquidated Damages over the term of this Agreement, shall not exceed $3,000,000.
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Maximum liability cap. In the event that, despite the proviso in the preceding clause 11.2 TRT is found liable for any loss, including without limitation loss set out in the preceding clause 11.2, then, to the maximum extent permitted by law, such liability will be limited to: 11.3.1 where the liability relates to a claim in relation to Services, then TRT’s liability shall be limited to three times the value paid or payable by the Customer for the Services (including any Goods supplied in the course of performing the Services); 11.3.2 for all other claims, TRT’s liability shall be limited to the amount paid or payable by the Customer for the applicable Capital Goods, Goods and/or Services to which the claim relates.
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Maximum liability cap. Neither Party shall only be liable to the other hereunder for breaches of this Agreement or any of the Closing Documents unless the valid claims for all such breaches collectively aggregate more than the Liability Threshold (and once Liability Threshold has been reached the breaching Party shall be liable solely for amounts in excess of the Liability Threshold), not to exceed the Liability Cap in the aggregate. Notwithstanding the foregoing, any Liabilities resulting from any of the following shall not be subject to the Liability Threshold or the Liability Cap: (i) a breach based on fraudulent or willful misrepresentations (as determined by a final, non-appealable judgement by a court of competent jurisdiction), (ii) the indemnity obligations set forth in this Agreement or any of the Closing Documents (iii) a breach by Seller of any of the Seller Fundamental Representations or any of the obligations, covenants and agreements set forth in Sections 10(h)(ii) and 13, (iii) Seller Transaction Expenses, (iv) a breach by Purchaser of the Purchaser Fundamental Representation, (v) any prorations or closing cost adjustments pursuant this Agreement, whether occurring before or after Closing, and (vii) the obligations set forth in Section 17(p).
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Maximum liability cap. Subject to section 15.3, the maximum aggregate liability of each party to the other party (and the other party's affiliated companies), for all claims, losses, liabilities or damages for any cause whatsoever (including breach or fundamental breach of contract, negligence or breach of statutory duty), and regardless of the form of action, whether in contract or tort, shall be limited to the total License Fee paid by Exhibitor under this Agreement.
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Maximum liability cap. If, notwithstanding clause 10.1, we are found liable for any loss, including without limitation the loss set out in clause 10.1, such liability shall be limited to the Price paid by you to us for the Materials, Services or Deliverables that are the subject matter of the claim or loss.
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Maximum liability cap. (a) Except as specifically provided in Section 10.3(b), Purchaser will not be liable for any Claim for damages or indemnification under this Agreement to the extent that the aggregate amount of such Claims exceeds $200,000. (b) The Parties hereby agree that (i) the maximum liability of any Seller under this Article XI shall in no event exceed such Seller's Maximum Shareholder Escrow Amount and (ii) the maximum aggregate liability of the Sellers shall in no event exceed the Escrow Deposit, except that the foregoing limitations shall not apply to (w) Claims for breaches of Section 3.1 (Title to Shares), (x) Claims contemplated by Section 14.16 (No Waiver Relating to Claims of Fraud), (y) Claims for damages pursuant to Section 6.7 (Non-Disclosure; Non-Competition; Non-Solicitation), or (z) Claims for breaches of Section 8.7(a) (Tax Return Accruals).
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Related to Maximum liability cap

  • Maximum Liability The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

  • Liability Cap TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS OF ANY KIND WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SURVEYMONKEY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“GENERAL CAP”). NOTWITHSTANDING THE FOREGOING, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS RELATED TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (“SECURITY AND PRIVACY”) AND SECTION 9 ("CONFIDENTIALITY") ABOVE SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY (“ENHANCED CAP”). THE GENERAL CAP AND ENHANCED CAP WILL NOT APPLY TO LIABILITY FOR (A) FRAUD OR WILFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY, (C) INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR (D) CUSTOMER’S OBLIGATION TO PAY ANY UNDISPUTED FEES, INVOICES OR COSTS UNDER THIS AGREEMENT.