Warranty Liability Cap Clause Samples
A Warranty Liability Cap clause sets a maximum limit on the amount a party can be held liable for in connection with breaches of warranty under a contract. Typically, this cap is expressed as a fixed dollar amount or as a percentage of the contract value, and it applies to claims arising from any inaccuracies or failures in the warranties provided. By establishing a clear upper boundary for potential liability, this clause provides predictability for both parties and helps manage risk exposure related to warranty claims.
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Warranty Liability Cap. Any liability of Seller for Purchaser Claims based on Breaches of the Seller’s Warranties, including Fundamental Warranties, and/or a Breach of the Bring Down Covenant (collectively, the “Insured Claims”) shall in no event exceed EUR 3,100,000.00 (in words: Euro three million one hundred thousand) (the “Warranty Liability Cap”). Consequently, the Purchaser’s sole recourse for the Insured Claims beyond the Warranty Liability Cap shall be against the Insurer and the Purchaser shall not bring any Insured Claims beyond the Warranty Liability Cap against the Seller. The Purchaser expressly acknowledges, and the Parties agree, that the validity and collectability risk in respect of the W&I Insurance shall solely and irrevocably rest with the Purchaser, and that the Warranty Liability Cap contained herein shall apply notwithstanding any subsequent non-payment under the W&I Insurance or any vitiation or expiry or termination thereof.