Indemnity Cap Clause Samples

Indemnity Cap. The aggregate Losses of the Seller Indemnifying Parties, pursuant to Section 7.02(a), shall not exceed one million dollars ($1,000,000) (the “Indemnity Cap”), other than with respect to Losses arising out of (a) fraud or willful misconduct or (b) breaches of any Fundamental Representations. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate Losses of the Seller Indemnifying Parties exceed the sum of (i) the Total Proceeds and (ii) the amount payable under the Personal Goodwill Sale Agreement.

Indemnity Cap. The cumulative obligation of CEP to the ▇▇▇▇▇▇▇ Indemnitees with respect to all ▇▇▇▇▇▇▇ Indemnified Claims pursuant to Section 7.4(a)(i) will be limited to the Indemnity Cap; provided, however, that Claims for indemnification pursuant to (1) Section 7.4(a)(i) with respect to a breach by CEP of its representations and warranties in Section 3.2(a), Section 3.2(b), Section 3.2(d)(iv) and Section 3.2(m), (2) Section 7.4(a)(ii), and (3) Section 7.4(a)(iii) shall not be subject to the Indemnity Cap.

Indemnity Cap. For the purposes of clause 7.03 (d) of Section 2 the Indemnity Cap shall be twenty million pounds Sterling (£20,000,000) escalated on the same basis as the tariff pursuant to Clause 6.2.

Indemnity Cap. (a) The Sellers’ maximum aggregate liability for Losses under Section 10.1 (other than Losses arising from any breach of any of the Fundamental Warranties, any of the Warranties in Section 8.14 or any breach of any covenant or obligation of any Seller) shall in no event exceed an amount equal to €25,000,000 (the General Cap); (b) The Sellers’ maximum aggregate liability for Losses under Section 10.1 arising from any breach of any of the Fundamental Warranties or any breach of any covenant or obligation of any Seller shall in no event exceed an amount equal to 100% of the Aggregate Price (as finally determined pursuant to Article 7); and (c) The Sellers’ maximum aggregate liability for Losses under Section 10.1 arising from any breach of any of the Warranties in Section 8.14 shall in no event exceed an amount equal to €50,000,000; provided that if and to the extent that the Sellers’ aggregate liability for Losses arising from any breach of any of the Warranties in Section 8.14 exceeds €25,000,000, then any such Losses in excess of €25,000,000 shall count towards the General Cap, up to the remaining amount of the General Cap at such time;

Indemnity Cap. The parties acknowledge and agree that in no event shall Seller be required to indemnify Buyer in an amount exceeding the Purchase Price; provided, however, that there shall be no such limit in connection with any rights (a) to bring a claim, demand, suit or cause of action otherwise available based upon (i) any allegation or allegations that Seller had an intent to defraud or made a willful or intentional misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby or (ii) any claim by Buyer of any nature whatsoever based upon, arising out of or related to any Excluded Liability; or (b) to enforce any judgment of a court of competent jurisdiction in connection with any claim, demand, suit or cause of action describe in clause (a) of this Section 6.05.

Indemnity Cap. 3.1 Clause 17.1 of the XAP Agreement shall be supplemented at the end with the following additional sentence: “CCL’s maximum cumulative liability for all third party claims arising out of or in connection with this clause 17 of the XAP Agreement shall in no circumstances exceed one million US dollars (USD 1,000,000). CCL undertakes, upon request from [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by CSR plc CSR, to contribute to the payment of damages awarded by a court of competent jurisdiction against CSR or a CSR sub-licensee, up to one million US dollars (USD 1,000,000) to CSR by way of indemnity for damages and costs suffered by CSR if CSR or a CSR sub-licensee is subject to one or more claims by a third party that the XAP Technology makes unauthorised use of intellectual property rights. For the avoidance of doubt, the cumulative total of CCL’s contributions for such unauthorised use of intellectual property rights by XAP Technology shall not exceed one million US dollars (USD 1,000,000).” 3.2 A new clause 17.5 shall be added to the XAP Agreement as follows: “If an intellectual property rights infringement claim is made by a third party against CCL arising out of CSR’s or a CSR sub-licensee’s use of the XAP Technology (a “Claim”), CSR will defend CCL against the Claim and CSR will pay all damages and costs in excess of one million US dollars (USD 1,000,000) finally awarded by a court of competent jurisdiction attributable to such Claim, provided that CCL: (a) promptly notifies CSR in writing that a Claim has been received; and (b) makes no admissions in respect of the Claim; and (c) gives CSR sole control of the defence and settlement of the Claim; and (d) provides CSR, at CSR’s cost, all available information in its possession, together with all necessary assistance and authority to defend the Claim; (e) is not in breach of the XAP Agreement or any of the Related Agreements; and (f) has not settled the Claim without CSR’s prior written consent. CSR shall not be responsible for any costs or fees incurred by CCL after CSR has assumed the defence of a Claim.

Indemnity Cap. Notwithstanding any contrary provision in this Agreement, the maximum aggregate liability of Seller shall be limited as follows: (1) All claims (other than a claim in respect of the Seller’s Representations and Warranties given in Sections 5.1(A), 5.1(B), 5.1(C)(i), 5.1(C)(iv), 5.1(D) and 5.1(F), collectively the “Fundamental Representations”) shall not exceed an amount equal to eight percent of the Purchase Price. (2) All claims shall not exceed an amount equal to the Purchase Price.

Indemnity Cap. Sellers’ liability for indemnification pursuant to Section 11.2(a) of this Agreement, and Buyer’s liability for indemnification pursuant to Section 11.3(a) shall be limited in total and in the aggregate to fifteen percent (15%) of the Base Purchase Price (the “Indemnity Cap”); provided, however, that the Indemnity Cap shall not apply to (1) claims arising under the representations and warranties of Sellers listed in Section 11.1(b)(i) or Section 11.1(b)(ii), (2) claims for indemnification with respect to the Disclosed Matters or (3) claims for indemnification to the extent based on fraud or intentional misrepresentation.

Indemnity Cap. The cumulative obligation of ▇▇▇▇▇▇▇ to the CEP Parties with respect to all CEP Indemnified Claims pursuant to Section 7.3(a)(i) will be limited to 15% of the Consideration (the “Indemnity Cap”); provided, however, that Claims for indemnification pursuant to (1) Section 7.3(a)(i) with respect to breach by ▇▇▇▇▇▇▇ of its representations and warranties in Section 3.1(a), Section 3.1(b), Section 3.1(d), Section 3.1(e) and Section 3.1(h), (2) Section 7.3(a)(ii), (3) Section 7.3(a)(iii), (4) Section 7.3(a)(iv) and (5) Section 7.3(a)(v) shall not be subject to the Indemnity Cap; provided, further, that if ▇▇▇▇▇▇▇ provides written notice to CEP that ▇▇▇▇▇▇▇ will be liquidated after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, then any Claims for indemnification made by the CEP Parties during such period pursuant to Section 7.3(a)(iv) shall not exceed $2,000,000.