Buyer’s Maximum Liability. The Liability of Buyer to Sellers under or pursuant to this Agreement, including Liability for Damages suffered or incurred as a result of the Breach of (a) any representation or warranty Buyer has made in this Agreement or in any other certificate or document that Buyer has delivered pursuant to this Agreement, or (b) any covenant or obligation of Buyer contained in this Agreement, shall in no event or circumstance in the aggregate exceed a maximum amount of US$35,000,000; provided, that:
(a) the foregoing limitations on Buyer’s maximum Liability hereunder shall not apply to (A) Damages related to any Breach of the representations and warranties set forth in Sections 2.2(a) (Entity Status), 2.2(b) (Power and Authority; Enforceability), 2.1(c) (No Violation), and 2.2(e) (Capitalization), or (B) any Damages resulting from any fraudulent act or willful misconduct by Buyer; and
(b) the aggregate Liability of Buyer to Sellers, including for any Damages excluded from the maximum aggregate Liability limitation pursuant to Section 8.8(a) above, shall in no event or circumstance exceed a maximum amount equal to the Aggregate Purchase Price and, for greater certainty, to the extent that the total of the Damages suffered or incurred by Sellers, including the Damages referred to in Section 8.8(a) above, would exceed an amount equal to the Aggregate Purchase Price, Buyer will have no Liability to Sellers for any such excess amount.
(c) To the extent that the total Damages the Sellers have suffered under or pursuant to this Agreement by reason of all such adjustments, Breaches or actions exceed an amount equal to the Aggregate Purchase Price, Buyer will have no obligation to indemnify the Sellers further from and against any and all amounts of Damages that exceed such Aggregate Purchase Price amount.
Buyer’s Maximum Liability. Anything else contained in this Agreement to the contrary notwithstanding, the maximum liability of Buyer in the aggregate for all claims under this Section 11 shall not exceed One Hundred Thousand U.S. Dollars ($100,000).
Buyer’s Maximum Liability. The aggregate obligation of Buyer and Valassis to indemnify Sellers for any Losses under this Article 10 shall not exceed an amount equal to Ten Million Dollars ($10,000,000).
Buyer’s Maximum Liability. The Buyer and its Affiliates’ cumulative aggregate liability arising out of or related to the Contract, whether arising out of or related to tort (including negligence), breach of contract or any other cause of action shall be limited to and not exceed the amount of one hundred percent (100%) of the total price of the Product(s).
