Common use of Additional Limitations on Liability Clause in Contracts

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the liability of a Party with respect to a Service or access to a Facility provided pursuant to this Agreement or anything done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the 21 month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT (I) SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD THIRD-PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01, OR (II) SUCH DAMAGES ARE AWARDED TO A PARTY IN CONNECTION WITH THE OTHER PARTY’S BAD FAITH (OTHER THAN ALLEGATIONS OF A THIRD PARTY IN CONNECTION WITH THE ADMINISTRATION OF PRODUCTS OF A SERVICE RECIPIENT UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT FOR THE PROVISION OF TPA SERVICES OR TSA BROKER-DEALER SERVICES), FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EXCEPT AS MAY BE OTHERWISE SET FORTH IN SECTIONS 5.02(c) AND 5.02(d). (b) Other than as set forth in the final sentence of this Section 5.02(b), the (i) The liability of a Party with respect to a Service or access to a Facility provided the Company (for itself and its Affiliates) pursuant to this Agreement or anything done in connection therewithAgreement, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,00050,000,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the 21 month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (ai) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINThe Seller’s aggregate Liability under Section 2.06(b) shall not exceed the Purchase Price. For the avoidance of doubt, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES the Seller’s aggregate Liability under Section 2.06(b)(i) (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONSexcept for breaches of Fundamental Representations) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01shall not exceed the Escrow Amount. (bii) Other than as set forth The limitations contained in the final sentence of this Section 5.02(b2.06(f) shall in no way limit the amounts the Purchaser Indemnified Parties may recover directly under the R&W Policy from the underwriter(s) of the R&W Policy. (iii) After the aggregate amount of all Losses in respect of which an indemnification claim is properly made thereunder exceeds an amount equal to the Basket plus the Escrow Amount, the Purchaser shall have no further claim for indemnification against the Seller under Section 2.06(b)(i) other than in respect of a breach or inaccuracy of a Fundamental Representation by the Seller. (iv) After the aggregate amount of all Losses in respect of which an indemnification claim is properly made thereunder exceeds an amount equal to the Escrow Amount, prior to a Purchaser Indemnified Party making a claim for indemnification from the Seller under Section 2.06(b)(ii) – (b)(viii), the liability Purchaser shall, and shall cause the Purchaser Indemnified Parties to use Commercially Reasonable Efforts to seek recovery, at its or their own expense, under all applicable insurance policies, including the R&W Policy, to the extent coverage for such matters exists on the face of the applicable insurance policy, and indemnification or reimbursement rights covering any such claim; provided, however, that the Purchaser shall not be required to, and it shall not be required to cause any Transferred Entity to, initiate or pursue any legal action to make any such recovery; provided, further, that in no event shall the Purchaser’s obligations under this sentence act as a Party bar to bringing an indemnification claim against the Seller. To the extent that the Purchaser or any Transferred Entity receives any amount under insurance coverage or other recovery with respect to a Service matter for which a Purchaser Indemnified Party has previously obtained payment in indemnification, the Purchaser shall, as soon as reasonably practicable after receipt of such insurance proceeds or access other recovery, pay and reimburse the Seller, for any prior indemnification payment up to a Facility provided the amount of the insurance proceeds or other recovery, but less (A) the cost and expense of pursuing such recovery, (B) any deductible associated therewith and (C) the amount of any retro-premium obligations and reasonably anticipated premium increases resulting from such recovery (other than premiums under the R&W Policy). For purposes of this Section 2.06(f), the term insurance proceeds shall in all respects include the proceeds received under or pursuant to the R&W Policy. (v) The indemnification rights provided in this Agreement or anything done in connection therewith, Section 2.06 constitute the sole and exclusive remedy of the Parties following the Closing and shall be the sole and exclusive remedy for any action (whether in contract, contract or in tort or otherwise, shall not exceed the greater or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of (i) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant relate to this Agreement, except the negotiation, execution, performance or subject matter of this Agreement, the transactions contemplated by this Agreement or any Losses alleged to be suffered by any Party as a result of the actions or failure to act by any Party in connection with this Agreement or the transactions contemplated by this Agreement, other than (A) claims based on Fraud, (B) the remedy of specific performance or other equitable remedies provided by Section 9.10 with respect to (Aany covenant or agreement that survives the Closing in accordance with Section 2.06(a) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (BC) a Party’s fraud, gross negligence as provided by Section 1.10 or willful misconductSection 7.10. Notwithstanding The Seller has specifically relied upon the foregoing, limited remedies provided in this Section 2.06 in agreeing to the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches terms and conditions of this Agreement and in agreeing to provide the specific representations and warranties set forth herein. (vi) Notwithstanding any other provision of this Agreement to the contrary, none of the Parties shall be liable to any Indemnified Party (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) for any punitive or exemplary damages that may be based on, arise out of or relate to this Agreement, the negotiation, execution, performance or subject matter of this Agreement, the transactions contemplated by this Agreement or the actions or failure to act by any Party in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct this Agreement or indirect, due to, resulting from or arising in connection with any failure the transactions contemplated by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (dvii) No Indemnified Party shall be entitled to indemnification with respect to any Losses to the extent such Losses are accrued or otherwise reflected in the calculation of the Post-Closing Adjustment in accordance with Section 1.10. (viii) Any claim for indemnification Losses indemnifiable under Section 2.06(b) or Section 2.06(c) shall be determined without duplication of recovery by an Indemnified Person must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the 21 month anniversary reason of the date the Service or the access to the Facility state of facts giving rise to such claim was terminatedLosses constituting a breach of more than one representation, warranty, covenant or agreement in this Agreement.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES (I) ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.015.01 OR (II) ARISE OUT OF SUCH PARTY’S, OR ANY OF ITS AFFILIATE’S, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF SECTION 7.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the The liability of a Party with respect to a Service or access to a Facility provided pursuant to this Agreement or anything done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, 35,000,000 except with respect to (A) third third-party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified a Person entitled to indemnification hereunder must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the 21 twenty-one (21) month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the The aggregate liability of a Party with respect to a Service or access to a Facility provided AIG and the other Providers pursuant to this Agreement or anything done or omitted to be done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf aggregate amount of the fees, costs, expenses, or any other Party amounts payable by the Recipient to AIG or such other Provider pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Other than in connection with an indemnity claim under this Article V, upon a claim of a breach of this Agreement, the non-breaching Party shall give the breaching Party a reasonable opportunity to correct the breach within thirty (30) days of the non-breaching Party delivering a notice of such breach to the breaching Party. If the breaching Party is able to cure the breach within thirty (30)days and the non-breaching Party has not incurred any actual Losses, the breaching Party shall not be liable for any Losses hereunder. (d) Each Party indemnified hereunder AIG Indemnified Person and Company Indemnified Person agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates an AIG Indemnified Person or another Person that provides Services or access to Facilities on behalf of such other PartyCompany Indemnified Person, as applicable, to perform fully any obligations under, and comply with, this Agreement. (de) No AIG Indemnified Person shall have any responsibility to any Company Indemnified Person for reserve reporting or regulatory reporting. (f) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent AIG or the AcquirorCompany, as applicable, before the day that is the 21 month one year anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINEXCEPT AS SET FORTH IN SECTION 5.02(C), NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than Except as set forth in the final sentence of this Section 5.02(b5.02(c), (i) the Company Indemnitors’, on the one hand, and the AIG Indemnitors’, on the other hand, aggregate liability to the other in respect of a Party Service shall be limited to an amount equal to twelve (12) times the Monthly Charge for such Service, where “Monthly Charge” means the amount of Service Charges paid and payable for the first full calendar month with respect to a such Service and (ii) the Company Indemnitors’, on the one hand, and the AIG Indemnitors’, on the other hand, cumulative aggregate liability to the other for any claims related to or access arising out of this Agreement shall be limited to a Facility provided an amount equal to three (3) times the total Service Charges paid and payable to such Party pursuant to this Agreement or anything done in connection therewith, whether in contract, tort or otherwise, shall not exceed during the greater of twelve (i12) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing months prior to the Parent or the Acquiror, as applicable, before the day that is the 21 month anniversary of the first date the Service or the access to the Facility an event giving rise to such claim was terminatedthe liability occurred.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the The aggregate liability of a Party with respect to a Service or access to a Facility provided AIG and the other Providers pursuant to this Agreement or anything done or omitted to be done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf aggregate amount of the fees, costs, expenses, or any other Party amounts payable by the Recipient to AIG or such other Provider pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Other than in connection with an indemnity claim under this Article V, upon a claim of a breach of this Agreement, the non-breaching Party shall give the breaching Party a reasonable opportunity to correct the breach within thirty (30) days of the non-breaching Party delivering a notice of such breach to the breaching Party. If the breaching Party is able to cure the breach within thirty (30) days and the non-breaching Party has not incurred any actual Losses, the breaching Party shall not be liable for any Losses hereunder. (d) Each Party indemnified hereunder AIG Indemnified Person and Company Indemnified Person agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates an AIG Indemnified Person or another Person that provides Services or access to Facilities on behalf of such other PartyCompany Indemnified Person, as applicable, to perform fully any obligations under, and comply with, this Agreement. (de) No AIG Indemnified Person shall have any responsibility to any Company Indemnified Person for reserve reporting or regulatory reporting. (f) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent AIG or the AcquirorCompany, as applicable, before the day that is the 21 month one year anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING EXCEPT WITH RESPECT TO THE CONTRARY CONTAINED HEREIN(i) EITHER PARTY’S FRAUD, INTENTIONAL MISREPRESENTATION, BAD FAITH, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (ii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5.02; OR (iii) EITHER PARTY’S BREACH OF Section 9.01, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING IN THE FORM OF LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01.12 (b) Other than as set forth Each of the Purchaser and the Company acknowledges that neither Seller nor any of its Affiliates is in the final sentence business of providing services of the type contemplated by this Agreement, and that the Services are to be provided on a temporary basis to assist with the orderly separation of the Business from Seller’s other businesses and operations. Accordingly, except with respect to (i) either Party’s fraud, intentional misrepresentation, bad faith, gross negligence or wilful misconduct; or (ii) either Party’s breach of Section 5.02(b), 9.01 the liability of a each Party with respect to a Service or access to a Facility provided pursuant to the other Party under this Agreement or anything done in connection therewithAgreement, whether in contract, tort or otherwise, (1) for direct damages shall not exceed the greater of (i) $30,000,000 fees paid or (ii) fees previously paid payable by the Purchaser or on behalf of the other Party Company pursuant to this Agreement, except with respect to and (A2) third party claims that are for incidental, special, indirect, or consequential damages (including in the subject form of an indemnity hereunder with respect to a Party’s negligence resulting in death loss of profit or personal injury; or (Bloss of revenue) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,0001,000,000. (c) Each Party indemnified hereunder of Seller, Purchaser, and Company agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, Party to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing to Seller, the Parent Purchaser, or the AcquirorCompany, as applicablethe case may be, before the day that is the 21 six- month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated. (e) Nothing in this Article V shall be deemed to eliminate or limit the express obligation of the Purchaser and the Company in this Agreement to pay all required Service Charges for Services in accordance with this Agreement.