Caps on Liability Sample Clauses

Caps on Liability. Subject to Section 15.4, the liability of Provider, on the one hand, or Recipient, on the other hand, with respect to this Agreement or anything done in connection herewith, including the performance or breach hereof, or from the sale, delivery, provision or use of any of the Services provided under or pursuant to this Agreement, whether in warranty, contract, tort (including any form of negligence, recklessness, willful misconduct or strict liability) or otherwise, shall not exceed an amount equaling the Service Fee payable by Recipient to Provider or any Affiliate of Provider, without giving effect to any reduction pursuant to Exhibit C, during the preceding twelve (12) months in respect of the Service from which such liability flows (or 150% of such amount in the case of a breach of Article 14). With respect to any Service that is provided by a third-party subcontractor, Provider’s total liability for any nonperformance of, or failure to perform, such Service (a “Subcontractor Performance Failure”) shall be strictly limited to the actual recovery from such subcontractor of any damages or indemnification under contract or at law that are attributable to such Subcontractor Performance Failure, and in no event shall Provider have any further liability in respect thereof. If requested by Recipient, Provider shall use commercially reasonable efforts to pursue any remedies it may have against a subcontractor for such Subcontractor Performance Failure. Service Recipient shall reimburse Provider for any costs and expenses incurred by Provider in pursuing remedies on Recipient’s behalf. Each Party shall use commercially reasonable efforts to mitigate damages for which the other Party is responsible in connection with this Agreement.

Caps on Liability. SUBJECT TO THE EXCEPTIONS IN SECTION 9.3 BELOW, LANZATECH’S AGGREGATE MAXIMUM TOTAL LIABILITY UNDER THIS AGREEMENT BOTH AT CONTRACT AND AT LAW, AND BY WHATEVER CAUSE (INCLUDING NEGLIGENCE), WILL IN NO EVENT EXCEED (a) FOR DAMAGES ARISING OUT OF LANZATECH’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 10 (CONFIDENTIALITY) OR ANY OBLIGATION UNDER THE BATTELLE AGREEMENT WHICH LANZAJET IS NOT OBLIGATED OR PERMITTED TO PERFORM HEREUNDER, [***]; AND (b) ​ (i) [***], (ii) [***], (iii) AND [***]. SUBJECT TO THE EXCEPTIONS IN SECTION 9.3 BELOW, LANZAJET’S AGGREGATE MAXIMUM TOTAL LIABILITY UNDER THIS AGREEMENT BOTH AT CONTRACT AND AT LAW, AND BY WHATEVER CAUSE (INCLUDING NEGLIGENCE), WILL IN NO EVENT EXCEED [***].

Caps on Liability. (a) No Management Warrantor will be liable to the Investors for any claim or series of like claims with respect to any breach of Warranty: (i) unless the Investors have first made a claim against Cordiant under the Investment Agreement and are using or have used all reasonable endeavours to pursue that claim; and (ii) to the extent that the amount of the loss the subject of the claim or series of claims has been recovered from Cordiant. (b) No Management Warrantor will be liable to the Investors for any claim or series of like claims with respect to any breach of Warranty unless the amount of the claim or series of aggregated like claims made against the Management Warrantor exceeds A$50,000, in which case, that Management Warrantor will be liable for the whole of the amount and not just the excess. (c) The maximum aggregate liability of a Management Warrantor for all claims for breaches of the Warranties is the price paid by of that Management Warrantor for his or her Shares at the time of issue.

Caps on Liability. (a) THE LIABILITIES EXPRESSLY ASSUMED BY LANZATECH UNDER THIS AGREEMENT SHALL BE LANZATECH’S ONLY LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT, AND SUNCOR HEREBY RELEASES ​ LANZATECH AND ITS AFFILIATES FROM ANY AND ALL OTHER SUCH LIABILITY AND CLAIMS OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. (b) EXCEPT FOR ROYALTIES OWING FROM SUNCOR TO LANZATECH UNDER THIS AGREEMENT, SUNCOR’s AGGREGATE MAXIMUM TOTAL LIABILITY UNDER THIS AGREEMENT BOTH AT CONTRACT AND AT LAW, INCLUDING, BY WHATEVER CAUSE INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED [***] (“SUNCOR GENERAL CAP”). THE SUNCOR GENERAL CAP WILL NOT APPLY TO LOSS OR DAMAGE (1) [***], (2) [***], OR (3) [***]. (c) EXCEPT WHERE ARTICLE 6.10(D) APPLIES, LANZATECH’S MAXIMUM AGGREGATE TOTAL LIABILITY UNDER THIS AGREEMENT, BOTH AT CONTRACT AND AT LAW, BY WHATEVER CAUSE INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED [***]; PROVIDED THAT, FOR ANY ONE LICENSED FACILITY, LANZAECH’S MAXIMUM AGGREGATE TOTAL LIABILITY UNDER THIS AGREEMENT AND ANY RELATED ENGINEERING, PERFORMANCE GUARANTEE, SUPPLY OR OTHER AGREEMENT FOR SUCH FACILITY, BOTH AT CONTRACT AND AT LAW, BY WHATEVER CAUSE INCLUDING NEGLIGENCE, FOR ANY CLAIMS ARISING OUT OF OR RELATING TO SUCH LICENSED FACILITY, SHALL IN NO EVENT EXCEED [***] (“LANZATECH GENERAL CAP”). THE LANZATECH GENERAL CAP WILL NOT APPLY TO LOSS OR DAMAGE (1) [***], (2) [***], OR (3) [***]. (d) NOTWITHSTANDING THE FOREGOING, LANZATECH’S AGGREGATE MAXIMUM TOTAL LIABILITY FOR All CLAIMS UNDER ARTICLE 6.3 SHALL IN NO EVENT EXCEED [***].

Caps on Liability. 1.1 The aggregate liability of the Sellers for all Claims shall not exceed £3,250,000. 1.2 No Seller shall be liable in respect of any claim pursuant to this agreement for an amount than is greater than the actual amount paid to that Seller by the Buyer. 1.3 The aggregate liability of the Sellers for all claims (including Fundamental Claims and Tax Claims) under this agreement shall not in any event exceed £13,000,000.

Caps on Liability. Except as may be prohibited by applicable law, and excluding the indemnity obligations under Sections 12.1, breach of the confidentiality obligations in Section 13, breach of EMC’s and/or Channel Partners’ obligations under section 2.2.6, EACH PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (i) TOTAL AMOUNTS PAID BY EMC TO SUPPLIER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE NOTICE OF A CLAIM, OR (ii) [***] DOLLARS.

Caps on Liability. The total liability of:

Caps on Liability. For Proton: The maximum aggregate liability of Proton under this Agreement in any Year shall be one hundred million pounds sterling (£100 million).

Caps on Liability. Subject to Section 9.4, the liability of each Party with respect to this Agreement or anything done in connection herewith, including the performance or breach hereof, or from the sale, delivery, provision or use of any of the Services provided under or pursuant to this Agreement or an SOW, whether in warranty, contract, tort (including any form of negligence, recklessness, willful misconduct or strict liability) or otherwise, shall not exceed the collective value of Services under all SOWs entered into within the immediately preceding twelve (12) month period. With respect to any Service that is provided by a third-party subcontractor, a Party’s total liability for any nonperformance of, or failure to perform, such Service (a “Subcontractor Performance Failure”) shall be strictly limited to the actual recovery from such subcontractor of any damages or indemnification under contract or at law that are attributable to such Subcontractor Performance Failure, and in no event shall such Party have any further liability in respect thereof. Each Party shall use commercially reasonable efforts to mitigate damages for which the other Party is responsible in connection with this Agreement.

Caps on Liability. (A) Except as set forth in Section 3.5(d)(iii) and Section 3.5(d)(iv) below, notwithstanding anything to the contrary contained in this Agreement, Seller’s aggregate indemnification liability hereunder to Purchaser and its Affiliates (including Purchaser’s Designee) and Representatives, shall in no event exceed an amount equal to the lesser of (1) $5,000,000 and (2) ten percent (10%) of the Purchase Price (adjusted as provided for herein) for all matters. (B) Notwithstanding anything in the contrary contained in this Agreement, Purchaser’s aggregate indemnification liability hereunder to Seller and its Affiliates and Representatives shall in no event exceed an amount equal to the lesser of (1) $5,000,000 and (2) ten percent (10%) of the Purchase Price (adjusted as provided for herein) for all matters.