Common use of Liability Caps Clause in Contracts

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. a) Except as provided in Section 13.2, the The liability of IBM and its Affiliates ISSC to Certegy and its Affiliates under each Transaction Document Flagstar arising out of or resulting from the performance or non-performance of IBM and/or ISSC and its Affiliates and/or subcontractors of the Services and its obligations under such Transaction Document this Agreement shall be limited (a) to "Direct Damages" incurred by Flagstar for each event which is the subject matter of a claim or cause of action with a liability cap for each such event which is not declared by Flagstar as the basis for its termination of this Agreement pursuant to Section 10.3(a) Cause or (e) Bankruptcy, equal to the actual charges to Flagstar for the Services during the three (3) calendar months immediately following each such event, which damages in the aggregate for all claims, causes of action or occurrences: 1) to Direct Damages incurred by Certegy and its Affiliates equal to shall not exceed the charges paid by Certegy to Flagstar for the Services set forth in the supplement to such Transaction Document Supplement during the twelve twenty-four (1224) calendar months immediately prior to following the first such event which is the subject of the first claim or if twelve there are not twenty-four (1224) months have not elapsed left in the term of such Transaction Document at the time of Term after the first such event, the charges to Certegy Flagstar for the Services set forth in such the Supplement during the first twelve last twenty-four (1224) months of the term of such Transaction Document Term; and (b) to the "IBM Direct Damages Cap"); and 2) in Damages" incurred by Flagstar for the event Certegy claims Direct Damages for event(s) which are the subject matter of claim(s) or cause(s) of action which are declared by Flagstar as the basis for and result in Certegy's its termination of the this Agreement or any Transaction Document pursuant to Section 12.1 (a10.3(a) for cause Cause or (e) for Bankruptcy, with a liability cap for such event(s) and termination equal to the IBM Direct Damages Cap operates actual charges 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 Flagstar for the Services during the twelve (50%12) month period immediately preceding such event(s) or if twelve (12) months of the Term have not elapsed, the charges to Flagstar for the Services set forth in the Supplement for the first twelve (12) months of the Term (the "ISSC Direct Damages Cap, which amount shall be applied only toward such unrecovered Transition Cover Costs. b) Except as provided in Section 13.2, the "). The liability of Certegy Flagstar to IBM ISSC arising out of or resulting from the performance and non-performance of its obligations under each Transaction Document this Agreement shall be limited in all cases to Direct Damages which in the aggregate shall not exceed the amounts payable by Certegy Flagstar upon a termination of such Transaction Document for convenience Convenience under Section 12.3(a10.5(b) (the "Certegy Flagstar Direct Damages Cap"). The IBM ISSC Direct Damages Cap and the Certegy Flagstar Direct Damages Cap are herein collectively called the "Direct Damages Caps".

Liability Caps. a) Except as provided in Section 13.213.2 below, the liability of IBM the Service Provider (which shall, for purposes of this Article, include the Service Provider’s Affiliates and its Affiliates and their subcontractors) to Certegy the Customer (which shall, for purposes of this Article, include the members of the Customer Group and its Affiliates the Authorized Users) and the liability of the Customer to the Service Provider arising under each Transaction Document 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 of, relating to, or resulting from the performance or non-performance of IBM and/or its Affiliates and/or subcontractors of the Services and its their respective obligations under such Transaction Document pursuant to this Agreement shall be limited in the aggregate for all claims, causes of action or occurrences: 1(a) to to, in the case of the Service Provider and the Customer, Direct Damages incurred in an amount not to exceed the amounts paid by Certegy and its Affiliates equal the Customer to the charges paid by Certegy for the Services set forth in the supplement to such Transaction Document Service Provider under this Agreement during the twelve (12) calendar months immediately prior to preceding the occurrence of the first event which is giving rise to liability (the subject “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 claim or if twelve event giving rise to liability under Section 14.1(h) (12) months have not elapsed in the term of such Transaction Document at the time of the first such event“Fines Cap”); provided, the charges to Certegy however, that for the Services set forth in such Supplement during the first twelve (12) months of immediately following the term of such Transaction Document ("IBM Direct Damages Effective Date, the Cap shall be the Initial Year Cap and the Fines Cap shall be the Initial Year Fines Cap"); and 2) in . The Fines Cap is a single separate cap covering all Losses required to be paid by 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 Service Provider pursuant to Section 12.1 (a14.1(h) for cause hereof. The Service Provider and the Customer agree that any Losses paid or (erequired to be paid by the Service Provider pursuant to Section 14.1(h) for Bankruptcyhereof 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 IBM Direct Damages Cap operates are not subject to preclude Certegy's recovery of or included in calculating the Fines Cap. (b) Neither Party shall have any liability to the other Party or 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%) Affiliates or any third party beneficiary claiming under this Agreement regardless of the Direct Damages Capform of action, which amount shall be applied only toward such unrecovered Transition Cover Costswhether based on warranty, contract, tort (including negligence), statute or otherwise for special, indirect, incidental, consequential or exemplary damages, including lost profits, loss of interest or other damages. 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. 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 ’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 ’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"”.