Liability Caps. OTHER THAN WITH RESPECT TO CLAIMS AND LOSSES ARISING FROM (I) SPOT TRADING OF BTC OR ETH (WHICH FOR THE AVOIDANCE OF DOUBT SHALL NOT INCLUDE DERIVATIVES TRANSACTIONS ON BTC OR ETH), (II) FRAUD OR WILFULL MISCONDUCT OF THE COINBASE ENTITIES, (III) THE MUTUALLY CAPPED LIABILITIES (DEFINED BELOW), AND NOTWITHSTANDING ANY OTHER PROVISION XXXXX, IN NO EVENT SHALL ANY COINBASE ENTITY’S AGGREGATE LIABILITY HEREUNDER EXCEED THE GREATER OF (A) THE GREATER OF (i) $5 MILLION AND (ii) THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY AND (B) THE VALUE OF THE CASH OR AFFECTED DIGITAL ASSETS GIVING RISE TO SUCH LIABILITY. ADDITIONALLY, SOLELY WITH RESPECT TO CUSTODIAL SERVICES, IN NO EVENT SHALL COINBASE CUSTODY’S AGGREGATE LIABILITY IN RESPECT OF EACH COLD STORAGE ADDRESS EXCEED ONE HUNDRED MILLION US DOLLARS (US$100,000,000) “MUTUALLY CAPPED LIABILITIES” MEANS (I) CLAIMS AND LOSSES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 21 HEREOF AND (III) CLAIMS AND LOSSES ARISING FROM THE VIOLATION, MISAPPROPRIATION, OR INFRINGEMENT BY A PARTY OF ANY THIRD PARTY INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS, INCLUDING PATENT RIGHTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, TRADE SECRETS, RIGHTS IN INVENTIONS (INCLUDING APPLICATIONS FOR, AND REGISTRATIONS, EXTENSIONS, RENEWALS, AND RE-ISSUANCES OF THE FOREGOING). OTHER THAN WITH RESPECT TO LIABILITIES ARISING FROM A PARTY’S WILFULL MISCONDUCT OR FRAUD, AND NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT WILL ANY PARTY’S LIABILITY FOR A MUTUALLY CAPPED LIABILITY EXCEED THE GREATER OF FIVE MILLION US DOLLARS (US$5,000,000) AND THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE IN THE 12- MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. FOR PURPOSES OF THIS SECTION 22.2: (I) WITH RESPECT TO CLAIMS AND LOSSES RELATED TO A SALE OR AN INTENDED SALE, THE VALUE OF CASH OR SUPPORTED ASSETS SHALL BE THE EXECUTION PROCEEDS OF SUCH SALE OR INTENDED SALE BY REFERENCE TO THE BENCHMARK VALUATION ON THE DATE OF THE SALE OR INTENDED SALE; AND (II) WITH RESPECT TO CLAIMS AND LOSSES RELATED TO A WITHDRAWAL OR TRANSFER OF DIGITAL ASSETS, THE VALUE OF SUCH DIGITAL ASSETS SHALL BE DETERMINED BY REFERENCE TO THE BENCHMARK VALUATION ON THE DATE DELIVERY OF SUCH DIGITAL ASSETS IN CONNECTION WITH SUCH WITHDRAWAL OR TRANSFER IS DUE IN ACCORDANCE WI...
Liability Caps. If there are Increased Claims, each party’s total cumulative liability for the Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount. Each party’s total cumulative liability for all other claims arising out of or relating to this Agreement will not be more than the General Cap Amount.
Liability Caps. (a) Subject to the limitations set forth in Section 8.5, from and after the Closing, neither Party shall have any indemnification obligations for Losses under Section 8.3.1(a) or 8.3.2(a), as applicable, that exceed, in the aggregate, $12,500,000 (the “Cap”); provided, however, the Cap shall not apply to claims for indemnification in respect of either the Seller Fundamental Representations or Purchaser Fundamental Representations; and provided, further, that Losses in respect of breaches of the Seller Fundamental Representations or Purchaser Fundamental Representations shall not be considered for purposes of determining when the Cap has been met. For the avoidance of doubt, the Cap shall not apply to claims to indemnify an Indemnified Party pursuant to Sections 8.1.3(b), 8.3.1(c), 8.3.1(d), 8.3.1(e), 8.3.1(f), 8.3.2(b), 8.3.2(c), 8.3.2(d), or 8.3.2(e).
Liability Caps. Subject to Clauses 16.5 (
Liability Caps. (a) Except as provided in Section *, the liability of IBM and its Affiliates to Equifax and its Affiliates under this Agreement arising out of or resulting from the performance or non-performance of IBM and/or its Affiliates and/or subcontractors of the Services and its obligations shall be limited in the aggregate for all claims, causes of action or occurrences:
Liability Caps. 49 13.2 Exclusions..................................................... 50 13.3 Direct Damages and Cover Charges............................... 50 13.4 Dependencies................................................... 51 13.5 Remedies....................................................... 51
Liability Caps. (1) With respect to all claims of the Purchaser or the Shareholder Loans Purchaser under this section 7 the aggregate liability of the Sellers shall be limited to EUR 2,000,000.00 (in words: Euro two million) except for claims under this section 7 against Seller 1 in connection with sections 6.2.5 (1) (title to Assets), 6.2.6 (Intellectual Property Rights), and 6.2.11 (Tax) (hereinafter collectively referred to as “Important Claims”) for which the aggregate liability of Seller 1 shall be limited to EUR 5,000,000.00 (in words: Euro five million). Important Claims only count towards the cap of EUR 2,000,000.00 (in words: Euro two million) as far as they exceed in the aggregate EUR 3,000,000.00 (in words: Euro three million). The aggregate liability of Seller 1 under this section 7 shall, subject to section 7.2.2 (2) and (4) below, in no event exceed EUR 5,000,000.00 (in words: Euro five million).
Liability Caps a) Except as provided in Section 13.2, the liability of IBM and its Affiliates to Certegy and its Affiliates under each Transaction Document arising out of or resulting from the performance or non-performance of IBM and/or its Affiliates and/or subcontractors of the Services and its obligations under such Transaction Document shall be limited in the aggregate for all claims, causes of action or occurrences:
Liability Caps. (a) Direct Damages Except as provided in Section 19.2, the liability of either Party to the other arising out of, relating to or resulting from the performance or non-performance of its obligations under the Agreement shall be limited to direct damages for each event that is the subject matter of a claim or cause of action.
Liability Caps. (A) The maximum aggregate liability of the Indemnitors for indemnification claims under Section 8.2(a)(i) and Section 8.2(a)(vi) shall, in the aggregate, be limited to $4,070,000; (B) the maximum aggregate liability of the Indemnitors for indemnification claims under Section 8.2(a)(i), Section 8.2(a)(vi) and Section 8.2(a)(ii), but only as Section 8.2(a)(ii) relates to Section 2.11(j) or the Disclosure Schedule or Closing Certificates to the extent related to Section 2.11(j), shall, in the aggregate, be limited to $6,105,000; (C) the maximum aggregate liability of the Indemnitors for indemnification claims under Section 8.2(a)(i), Section 8.2(a)(ii), Section 8.2(a)(v) and Section 8.2(a)(vi) shall, in the aggregate, be limited to $10,175,000; and (D) the maximum liability of each Indemnitor for indemnification claims under Article 9 and Section 8.2(a)(i) through Section 8.2(a)(vi), inclusive, shall be limited to a dollar amount equal to the aggregate amount of the Purchase Price actually received by such Indemnitor pursuant to this Agreement; provided, however, none of the foregoing limitations “(A)” through “(D)” shall apply in the case of Fraud by such Indemnitor, in which case recourse shall not be limited, subject to Section 8.3(d). For the avoidance of doubt, the maximum aggregate liability of each Selling Party as an Indemnitor for all indemnification claims under Article 8 shall be limited to the aggregate amount of the Purchase Price actually received by each such Selling Party pursuant to this Agreement; provided, however, such limitation shall not apply in the case of Fraud by such Indemnitor, as to which recourse shall not be limited, subject to Section 8.3(d).
