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) 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:
1) to Direct Damages incurred by Certegy and its Affiliates equal to the charges paid by Certegy for the Services set forth in the supplement to such Transaction Document during the twelve (12) calendar months immediately prior to the first event which is the subject of the first claim or if twelve (12) months have not elapsed in the term of such Transaction Document at the time of the first such event, the charges to Certegy for the Services set forth in such Supplement during the first twelve (12) months of the term of such Transaction Document ("IBM Direct Damages Cap"); and
2) in the event Certegy claims Direct Damages for event(s) which are the subject matter of claim(s) or cause(s) of action which are the basis for and result in Certegy's termination of the Agreement or any Transaction Document pursuant to Section 12.1 (a) for cause or (e) for Bankruptcy, and the IBM Direct Damages Cap operates to preclude Certegy's recovery of its full amount of Transition Cover Costs, then Certegy shall be entitled to recover an additional amount from IBM, not to exceed fifty percent (50%) of the Direct Damages Cap, which amount shall be applied only toward such unrecovered Transition Cover Costs.
b) Except as provided in Section 13.2, the liability of Certegy to IBM arising out of or resulting from the performance and non-performance of its obligations under each Transaction Document shall be limited in all cases to Direct Damages which in the aggregate shall not exceed the amounts payable by Certegy upon a termination of such Transaction Document for convenience under Section 12.3(a) (the "Certegy Direct Damages Cap"). The IBM Direct Damages Cap and the Certegy Direct Damages Cap are herein collectively called the "Direct Damages Caps".
Liability Caps. Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(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).
(b) The Parties’ respective aggregate liability for Losses in respect of breaches of Seller Fundamental Representations or Purchaser Fundamental Representations, shall not, in the aggregate, exceed $100,000,000 (the “Fundamental Representations Cap”); provided, however, that the Fundamental Representations Cap shall be increased by the amount of any Milestone Payments that are paid by Purchaser to Seller pursuant to Section 2.3.2 (or that have been deemed to have been paid to Seller pursuant to Section 8.9); and provided, further, a Party’s obligation to pay the other Party in respect of such breaches of Seller Fundamental Representations or Purchaser Fundamental Representations any amount in excess of $50,000,000 shall be deferred until such time as the Promissory Note has been paid in full (or deemed to have been paid in full, after giving effect to the provisions of Section 8.9).
Liability Caps. Subject to Clauses 16.5 (
Liability Caps. 48 13.2 Exclusions.....................................................................................48 13.3 Direct Damages and Cover Charges...............................................................48 13.4 Dependencies...................................................................................49 13.5 Remedies.......................................................................................49
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).
(2) Section 7.2.2 (1) shall not apply and, save as provided under section 7.2.2 (3) below, no liability cap shall apply, for claims of the Purchaser or the Shareholder Loans Purchaser under this section 7 in connection with sections 6.2.1 (corporate) and 6.2.3 (title to Shareholder Loans).
(3) The aggregate liability of all Sellers under this section 7 shall be limited to an amount equal to the Preliminary Purchase Price and the aggregate liability of each individual Seller under this section 7 shall be limited to the following amounts: for Seller 1 to EUR 22,167,247.48 (in words: Euro twenty two million one hundred sixty seven thousand two hundred forty seven and forty eight Eurocent) and for Seller 2, together with its aggregate liability under sections 8.6, 9.3.2 and 10.2, to EUR 594,324.75 (in words: Euro five hundred ninety four thousand three hundred twenty four and seventy five Eurocent).
(4) Section 7.2.2 (1) through (3) shall not apply in the event of wrongful deceit (arglistige Täuschung) or other intentional breaches of contract (vorsätzliche Vertragsverletzung).
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).
Liability Caps. 20.2.1 Each Party's liability to the other Party for loss resulting from physical damage to property arising in connection with the subject matter of this Agreement (whether resulting from breach of this Agreement, breach of statute, negligence or otherwise) shall be limited, for each incident or series of connected incidents, to an amount equal to the greater of
(a) the Contracted Capacity multiplied by £1,000/MW; or
(b) one hundred thousand pounds (£100,000), (the Aggregate Liability Cap).
20.2.2 Each Party's liability to the other Party pursuant to, or in connection with, this Agreement shall be limited to the Aggregate Liability Cap.
Liability Caps. Except as provided in Section 13.2 below, the liability of the Service Provider (which shall, for purposes of this Article, include the Service Provider’s Affiliates and its and their subcontractors) to the Customer (which shall, for purposes of this Article, include the members of the Customer Group and the Authorized Users) and the liability of the Customer to the Service Provider arising under or relating to this Agreement, regardless of the form of action, whether based on contract, warranty, tort (including negligence), statute or otherwise, including liability arising out of, relating to, or resulting from the performance or non-performance of their respective obligations pursuant to this Agreement shall be limited in the aggregate for all claims:
(a) to, in the case of the Service Provider and the Customer, Direct Damages in an amount not to exceed the amounts paid by the Customer to the Service Provider under this Agreement during the twelve (12) months immediately preceding the occurrence of the first event giving rise to liability (the “Cap”) and, in the case of the Service Provider, to an additional, separate amount solely for any Losses required to be paid by the Service Provider pursuant to Section 14.1(h), not to exceed the amounts paid by the Customer to the Service Provider under this Agreement during the four (4) months immediately preceding the occurrence of the first event giving rise to liability under Section 14.1(h) (the “Fines Cap”); provided, however, that for the first twelve (12) months immediately following the Effective Date, the Cap shall be the Initial Year Cap and the Fines Cap shall be the Initial Year Fines Cap. The Fines Cap is a single separate cap covering all Losses required to be paid by the Service Provider pursuant to Section 14.1(h) hereof. The Service Provider and the Customer agree that any Losses paid or required to be paid by the Service Provider pursuant to Section 14.1(h) hereof shall not be subject to the Cap or included in calculating the Cap and shall instead be subject only to the single Fines Cap, and that amounts that are subject to the Cap are not subject to or included in calculating the Fines Cap.
(b) Neither Party shall have any liability to the other Party or its Affiliates or any third party beneficiary claiming under this Agreement regardless of the form of action, whether based on warranty, contract, tort (including negligence), statute or otherwise for special, indirect, incidental, consequentia...
