Cap

Legal Definition: The aggregate amount of all Damages for which the Indemnifying Party shall be liable to the Indemnified Party under (i) Section x.x(i) shall not exceed Two Million Dollars ($2,000,000) (the “General Cap”); and (ii) Section x.x, in the aggregate, shall not exceed Ten Million Dollars ($10,000,000) (the “Aggregate Cap”).

Plain English Definition: The Cap sets the maximum amount of damages that will be owed by either party for all indemnification claims. As shown in the Legal Definition, there can be separate caps for different categories of claims. For example, a representation that could result in major liability if it turned out to be false could be excluded from the General Cap but remain limited by the Aggregate Cap.