General Cap. Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.
General Cap. Except with respect to liability arising from either party’s obligations of indemnification under Sections 10 and 4.d.iii, Data Related Claims (as defined below), or Customer’s obligation to pay amounts owed to Rhapsody under this Agreement (collectively, “Excluded Items”), in no event will either party be liable to the other (including, in the case of Rhapsody, to any End User or User) with respect to this Agreement or otherwise under any legal theory, whether in an action based on a contract, tort (including negligence and strict liability) or any other legal theory, however arising, for any incidental, special, exemplary or consequential damages, including but not limited to damages resulting from lost profits, interruption of business, loss of use of computer hardware, or loss of goodwill, even if the other party has been advised of the possibility of such damages. Except with respect to liability arising from Excluded Items, in no event will the aggregate liability of either party for direct damages under this Agreement exceed the total payments made by Customer to Rhapsody during the six months prior to the event giving rise to the claim. This limitation of liability is cumulative, with all expenditures and payments made or other liability under this Agreement (except with respect to the Excluded Items) being aggregated to determine satisfaction of this limit. The existence of more than one such claim will not enlarge this limit in any respect. The limitations set forth in this Agreement also apply to Rhapsody’s Suppliers. It is the maximum for which Rhapsody and its Suppliers are collectively responsible.
General Cap. The entire liability of Keyloop in respect of any Default shall in no event exceed an amount equal to the aggregate of the Charges paid by Customer to Keyloop under the Contract in relation to the specific Product(s) to which any Claim by Customer relates in the 6 months preceding the date of Default, and Keyloop’s liability shall be further limited to Losses sustained as a direct result of the said Default.
General Cap. The maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX for the matters listed in Section 9.1(a)(i) and Section 9.1(b)(i) shall be $50,000,000 (the “General Cap”); provided that the General Cap shall not apply to any Company Fundamental Claims or Shareholder Fundamental Claims.
General Cap. Notwithstanding the foregoing, the aggregate amount of Losses for which an Indemnifying Party shall be liable pursuant to this Article 9 shall not exceed an amount equal to [**]; provided, that such limitation shall not apply to Losses arising out of (i) Indemnity Claims under Section 9.2(b) or Section 9.3(b) which shall not exceed [**], and Section 9.2(c) which shall be limited in accordance with Section 9.4(e), (ii) Indemnity Claims based on fraud or willful misconduct or (iii) Indemnity Claims under Section 9.3(c) based on the failure of Buyer to pay the Purchase Price.
General Cap. Buyer and Merger Sub’s collective rights and remedies for indemnification arising out of Sections 9.2(a)(i) or (ix) shall be limited to the sum of the Indemnification Escrow Amount (the “General Cap”). The General Cap shall not apply to Damages to the extent resulting from fraud.
General Cap. EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GENERAL CAP.
General Cap. Except for Losses in respect of any breaches or inaccuracies in the Fundamental Representations and Warranties, in no event shall the aggregate indemnification to be paid by Shareholders under clause (i) of Section 9.1(a) exceed an aggregate amount equal to 30% of the Purchase Price.
General Cap. Notwithstanding anything in this Agreement to the contrary, the aggregate amount of all Losses and any other amounts recoverable by the Buyer Indemnitees from any one or more Seller pursuant to Section 9.02(a) shall not exceed an amount equal to $1,125,000 (the “Cap”). The Cap shall not apply to Losses arising from (i) breaches of any Fundamental Representation or (ii) Fraud committed by Sellers. Notwithstanding the foregoing, following satisfaction of the Retention, and to the extent coverage is available under the RWI Policy (or would have been available but for any coverage limits set forth in the RWI Policy), the Buyer Indemnitees’ sole recourse for any claims for Losses pursuant to Section 9.02(a) (other than with respect to a Fundamental Representation or Fraud committed by any Seller) shall be recovery under the RWI Policy.
General Cap. SUBJECT TO SECTION 7.2, IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE, AND (B) EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY, EXCEED TEN THOUSAND POUNDS (£10,000).
