Cap on Liability. Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed $1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.
Cap on Liability. SUBJECT TO THE OTHER TERMS OF THIS SECTION 14, AND EXCEPT FOR: (I) EACH PARTY’S INDEMNITY OBLIGATIONS; AND, (II) YOUR PAYMENT OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS MSA (INCLUDING TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO US EITHER DIRECTLY OR VIA A RESELLER (AS APPLICABLE) DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM OR SERIES OF CONNECTED CLAIMS. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO OUR INDEMNITY OBLIGATIONS EXCEED THREE TIMES THE TOTAL AMOUNT PAID BY YOU TO US (EITHER DIRECTLY OR VIA A RESELLER (AS APPLICABLE) DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM OR SERIES OF CONNECTED CLAIMS.
Cap on Liability. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS, AND YOUR PAYMENT OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS MSA (INCLUDING TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO US DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO OUR INDEMNITY OBLIGATIONS EXCEED THREE TIMES THE TOTAL AMOUNT PAID BY YOU TO US DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
Cap on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ELEMENT CRITICAL’S TOTAL LIABILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM OR OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO ELEMENT CRITICAL DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO CUSTOMER’S FIRST CLAIM. AS A FURTHER LIMITATION, ELEMENT CRITICAL’S MAXIMUM LIABILITY FOR ANY CLAIMS RELATING TO SERVICES OFFERED OR PROVIDED BY ELEMENT CRITICAL (I) FOR A NON- RECURRING CHARGE ONLY; OR (II) AS REMOTE HANDS SERVICES SHALL NOT EXCEED THE AMOUNT OF THE SERVICE FEE FOR SUCH SERVICE PROVIDED ON THE OCCASION GIVING RISE TO THE CLAIM.
Cap on Liability. ISSUER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES WILL SERVICE PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED ON CONTRACT, TORT, WARRANTY OR OTHERWISE, WILL EXCEED THE TOTAL AMOUNT OF FEES PAID, IF ANY, BY ISSUER TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE PARITY PARTIES ARE LIABLE TO YOU EXCEED $100. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.
Cap on Liability. To the extent permitted by law, under no circumstances will either Party’s total aggregate liability of all kinds arising out of or related to the Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), or otherwise, exceed the total amounts paid or payable by Customer under the Agreement during the 12 months immediately preceding the date of the event giving rise to the Claim. The foregoing limitations in Sections 6.1 and 6.2 do not apply to claims based on: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) either Party’s intellectual property indemnification obligations in Section 5; (iv) the liability of either Party for misappropriating the other Party’s intellectual property; (v) Topodium’s data privacy remediation obligations in Section 3.4; (vi) Customer’s payment obligations.
Cap on Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 11.4 AND 11.5, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY (INCLUDING THE AFFILIATES OF EACH PARTY) FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT AND/OR ANY COUNTRY AGREEMENTS, NOTWITHSTANDING THE FORM IN WHICH ANY ACTION IS BROUGHT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED IN THE AGGREGATE TO THE TOTAL FEES PAID AND/OR PAYABLE UNDER THIS AGREEMENT AND/OR ANY COUNTRY AGREEMENTS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE (IT BEING THE UNDERSTANDING OF THE PARTIES THAT IDENTIFYING THE “FIRST” CLAIM WILL ESTABLISH THE BEGINNING POINT FOR ANY TIME PERIOD DESCRIBED IN THIS SECTION 11.1), EXCEPT THAT IF SUCH EVENT ARISES AT ANY TIME FOLLOWING EXPIRATION OR TERMINATION OF THIS AGREEMENT, THEN SUCH AMOUNT SHALL BE EQUAL TO THE FEES PAID BY SYMETRA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING SUCH EXPIRATION OR TERMINATION DATE (THE DOLLAR AMOUNT DERIVED BY APPLYING THE TERMS OF THIS SECTION SHALL CONSTITUTE THE “SYMETRA CAP” AS IT RELATES TO THE CAP ON SYMETRA’S POTENTIAL LIABILITY TO ACS AND THE “ACS CAP” AS IT RELATES TO THE CAP ON ACS’ POTENTIAL LIABILITY TO SYMETRA). NOTWITHSTANDING ANYTHING THAT MAY BE CONTAINED HEREIN TO THE CONTRARY, NEITHER FEE REDUCTIONS NOR CORRECTIVE ASSESSMENTS PAID OR PAYABLE TO SYMETRA SHALL COUNT TOWARD SATISFACTION OF THE ACS CAP; HOWEVER, TO THE EXTENT SYMETRA RECEIVES MONETARY DAMAGES FOR THE REDUCED VALUE OF SERVICES RECEIVED BY SYMETRA AS A RESULT OF ACS’ FAILURE TO ACHIEVE ONE (1) OR MORE SERVICE LEVEL REQUIREMENTS OR TO TIMELY ACHIEVE ONE (1) OR MORE CRITICAL MILESTONES, THE AMOUNT OF THE FEE REDUCTIONS AND/OR CORRECTIVE ASSESSMENTS ACTUALLY PAID OR CREDITED TO SYMETRA UNDER THE AGREEMENT SHALL BE DEDUCTED FROM SUCH DAMAGES AWARD SOLELY TO THE EXTENT NECESSARY TO AVOID COMPENSATING SYMETRA TWICE FOR THE SAME SERVICE LEVEL REQUIREMENT OR CRITICAL MILESTONE FAILURE.
Cap on Liability. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, NEITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY FOR damages (regardless of the form of action, whether in contract, tort or otherwise) WILL exceed the amount of fees paid by Reseller under this Agreement and, if such damages relate to particular PRODUCTS, such liability WILL be limited to the fees paid for such PRODUCTS.
Cap on Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. HOWEVER, THE ABOVE LIMITATIONS SHALL NOT APPLY IN CASE OF (I) BREACH OF ANY CONTRACTUAL PAYMENT OBLIGATION, (II) BREACH OF SECTION 2.4, (III) BREACH OF CONFIDENTIALITY, (IV) DEATH, (V) BODILY INJURY, (VI) GROSS NEGLIGENCE, OR (VII) WILLFUL MISCONDUCT.
