General Cap. Each party’s entire liability arising out of or related to this Agreement will not exceed the General Cap.
General Cap. Except with respect to liability arising from either party’s obligations of indemnification under Sections 10 and 4.d.iii, Data Related Claims (as defined below), or Customer’s obligation to pay amounts owed to Rhapsody under this Agreement (collectively, “Excluded Items”), in no event will either party be liable to the other (including, in the case of Rhapsody, to any End User or User) with respect to this Agreement or otherwise under any legal theory, whether in an action based on a contract, tort (including negligence and strict liability) or any other legal theory, however arising, for any incidental, special, exemplary or consequential damages, including but not limited to damages resulting from lost profits, interruption of business, loss of use of computer hardware, or loss of goodwill, even if the other party has been advised of the possibility of such damages. Except with respect to liability arising from Excluded Items, in no event will the aggregate liability of either party for direct damages under this Agreement exceed the total payments made by Customer to Rhapsody during the six months prior to the event giving rise to the claim. This limitation of liability is cumulative, with all expenditures and payments made or other liability under this Agreement (except with respect to the Excluded Items) being aggregated to determine satisfaction of this limit. The existence of more than one such claim will not enlarge this limit in any respect. The limitations set forth in this Agreement also apply to Rhapsody’s Suppliers. It is the maximum for which Rhapsody and its Suppliers are collectively responsible.
General Cap. The maximum amount of Indemnifiable Damages that the Indemnified Parties may recover under this Article IX for the matters listed in Section 9.1(a)(i) and Section 9.1(b)(i) shall be $50,000,000 (the “General Cap”); provided that the General Cap shall not apply to any Company Fundamental Claims or Shareholder Fundamental Claims.
General Cap. Notwithstanding the foregoing, the aggregate amount of Losses for which an Indemnifying Party shall be liable pursuant to this Article 9 shall not exceed an amount equal to [**]; provided, that such limitation shall not apply to Losses arising out of (i) Indemnity Claims under Section 9.2(b) or Section 9.3(b) which shall not exceed [**], and Section 9.2(c) which shall be limited in accordance with Section 9.4(e), (ii) Indemnity Claims based on fraud or willful misconduct or (iii) Indemnity Claims under Section 9.3(c) based on the failure of Buyer to pay the Purchase Price.
General Cap. The maximum aggregate obligation of (i) Seller for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(a)(i), and (ii) Buyer for Losses pursuant to claims for breaches of representations and warranties (other than Fundamental Representations) under Section 7.2(b)(i), shall not exceed USD$350,000 (the “Cap”). The Cap shall not apply to Losses arising in respect of claims for misrepresentations, fraud and breach of the Fundamental Representations.
General Cap. The aggregate amount of all Losses for which an Indemnifying Party shall be liable in the aggregate with respect to all claims capable of being made pursuant to Section 9.1(a) or Section 9.2(a) (other than claims arising from breach of the Fundamental Representations or fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement), shall not exceed $1,000,000.
General Cap. EACH PARTY’S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GENERAL CAP.
General Cap. Seller’s obligations under Section 8.1(a), in the aggregate, will not exceed an amount equal to $500,000 (the “General Cap”), subject to the other terms of this Article 8.
General Cap. Subject to the specific limitations provided in Article 14.7.4 below, the Sellers’ aggregate liability under Article 14.1.1 or Article 14.1.2 in respect of all Losses shall in no event exceed €12,000,000, and the Sellers shall not be required to make any payment which would exceed such cap.
General Cap. Except for Losses in respect of any breaches or inaccuracies in the Fundamental Representations and Warranties, in no event shall the aggregate indemnification to be paid by Shareholders under clause (i) of Section 9.1(a) exceed an aggregate amount equal to 30% of the Purchase Price.
