Common use of Damage Cap Clause in Contracts

Damage Cap. Notwithstanding anything to the contrary contained in this Agreement, and subject to the limitation of Purchaser’s remedies set forth in Section 10.1, the maximum aggregate liability of the Seller in the aggregate for any and all damages or Claims hereunder or in connection herewith, including without limitation, any Claims for indemnification hereunder and Claims under any documents delivered in connection herewith, shall be Two Million Dollars ($2,000,000) (the “Damage Cap”); provided, however, that Seller shall not have any liability for any such damages or Claims until the aggregate amount of same is in excess of the Threshold Amount (in which case the amount of said damages or Claims up to the Threshold Amount are deemed waived by Purchaser); and provided further, that Seller shall not be liable for any consequential, special, punitive or indirect damages. The provisions of this Section 10.4 shall survive Closing or earlier termination of this Agreement.

Damage Cap. Notwithstanding anything to the contrary contained in this Agreement, and subject to the limitation of Purchaser’s remedies set forth in Section 10.1, the maximum aggregate liability of the Seller in the aggregate for any and all damages or Claims hereunder or in connection herewith, including without limitation, any Claims for indemnification hereunder and Claims under any documents delivered in connection herewith, shall be Two Five Million Five Hundred Thousand Dollars ($2,000,0005,500,000) (the “Damage Cap”); provided, however, that Seller shall not have any liability for any such damages or Claims until the aggregate amount of same is in excess of the Threshold Amount (in which case the amount of said damages or Claims up to the Threshold Amount are deemed waived by Purchaser); and provided further, that Seller shall not be liable for any consequential, special, punitive or indirect damages. The provisions of this Section 10.4 shall survive Closing or earlier termination of this Agreement.