Common use of Disclaimer of Consequential Damages Clause in Contracts

Disclaimer of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FROM, ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFIT, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM OF THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED.

Disclaimer of Consequential Damages. IN NO EVENT WILL EITHER (a) SUBJECT TO THE PROVISIONS OF SECTION 14.7(b) BELOW, NEITHER PARTY SHALL BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST TO THE OTHER PARTY FROMFOR INCIDENTAL, ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY SPECIAL OR PUNITIVE DAMAGESDAMAGES OR LOSSES (WHETHER FORESEEABLE OR NOT AT THE DATE OF THIS AGREEMENT), INCLUDING, INCLUDING WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTIONFOR LOST PRODUCTION, LOST REVENUESREVENUE, LOST PRODUCT, LOST PROFIT, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE LOST BUSINESS OR GOODWILLLOST BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED EXCEPT TO THIS AGREEMENT, REGARDLESS THE EXTENT ANY OF THE TYPE FOREGOING ARE CONSIDERED DIRECT DAMAGES UNDER APPLICABLE LAW. THE EXCLUSIONS OF CLAIM OF THEORY OF LIABILITYLIABILITY AND INDEMNITIES SET FORTH IN THIS SECTION 14 SHALL APPLY TO ANY CLAIM(S), LOSSES OR DAMAGES WITHOUT REGARD TO THE CAUSE(S) THEREOF INCLUDING BUT NOT LIMITED TO PRE-EXISTING CONDITIONS, WHETHER IN CONTRACTSUCH CONDITIONS BE PATENT OR LATENT, IMPERFECTION OF MATERIAL, DEFECT OR FAILURE OF PRODUCTS OR EQUIPMENT, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, STRICT LIABILITY BREACH OF CONTRACT, BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF ANY SAFETY REQUIREMENT OR REGULATIONS, OR THE NEGLIGENCE OR OTHER LEGAL FAULT OR EQUITABLY THEORY, AND REGARDLESS RESPONSIBILITY OF THE CAUSE OF SUCH DAMAGES ANY PERSON (INCLUDING LOSS OF DATA) AND EVEN IF THE INDEMNIFIED PARTY), WHETHER SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER NEGLIGENCE BE SOLE, CONCURRENT JOINT OR OTHER NEGLIGENCE (CONCURRENT, ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED.

Disclaimer of Consequential Damages. IN NO EVENT WILL EITHER ANY PARTY OR ITS AFFILIATES BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST TO THE OTHER PARTY FROM, OR ITS AFFILIATES FOR ANY CONSEQUENTIALSPECIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERALCONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE, INCLUDING FOR ANY LOST REVENUE OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFIT, LOSS PROFITS OR ANY COST OF PROSPECTIVE ECONOMIC ADVANTAGE PROCUREMENT OF SUBSTITUTE GOODS OR GOODWILLSERVICES, ARISING FROM OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE TYPE OF CLAIM OF THEORY OF LIABILITY, WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO ANY LIABILITY OF A PARTY ARISING FROM (a) SUCH PARTY’S FRAUD, INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR EQUITABLY THEORYWILLFUL MISCONDUCT, AND REGARDLESS (b) AN AWARD OF THE CAUSE DAMAGES AGAINST AN INDEMNIFIED PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM OR (c) ANY AMOUNT OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLESPECIFICALLY PROVIDED FOR IN THIS AGREEMENT. THE PROTECTION OR LIMITATION AGAINST TOTAL AGGREGATE LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT EXPEDIA FOR ALL CLAIMS ARISING IN CONTRACT, TORTEQUITY OR OTHERWISE (INCLUDING, STATUTE OR OTHERWISEWITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED IN TORT) ARISING OUT OF OR IS ASSERTED, RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL MARKETING FEES PAID OR PAYABLE BY EXPEDIA TO DECOLAR UNDER THIS AGREEMENT IN THE MOST RECENT TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY; AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED(B) ONE-HUNDRED THOUSAND DOLLARS ($100,000).

Disclaimer of Consequential Damages. ‌ EXCEPT IN THE CASE OF A BREACH OF ANY PROVISION OF SECTION 4 OR SECTION 5, IN NO EVENT WILL SHALL EITHER PARTY BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST TO THE OTHER PARTY FROMOR ANY OTHER PERSON FOR ANY SPECIAL, ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY INDIRECT OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFIT, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE OR GOODWILLHOWEVER CAUSED, ARISING OUT OF OR RESULTING FROM OR RELATED TO THIS AGREEMENT, ANY SERVICES PROVIDED HEREUNDER OR ANY DOCUMENTATION RELATED THERETO, REGARDLESS OF THE TYPE FORM OF CLAIM OF THEORY OF LIABILITYACTION, WHETHER IN FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR OTHER LEGAL OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON LOSS OF PROFITS, DATA, FILES, OR EQUITABLY THEORYBUSINESS INTERRUPTION OR OPPORTUNITY), AND REGARDLESS WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE CAUSE POSSIBILITY OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLEDAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE PROTECTION EXCLUSION OR LIMITATION AGAINST OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIABILITIES. AS SUCH, THE LIABILITY AFFORDED BY LIMITATIONS OR EXCLUSION SET FORTH IN THIS SECTION 14(L) 11 SHALL ONLY APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE MAXIMUM EXTENT NOT PROHIBITED BY ALLOWED UNDER APPLICABLE LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED.

Disclaimer of Consequential Damages. As used in this Section 7.4, the term “AFP LIABILITY” MEANS LIABILITY OF AFP OF ANY KIND, WHETHER UNDER CONTRACT, WARRANTY, TORT (INCLUDING LIABILITY FOR NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY, ARISING OUT OF, CONNECTED WITH, OR RELATING IN ANY MANNER TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THAT ANY REMEDY REFERRED TO, OR LIMITATION OF CUMULATIVE LIABILITY SET FORTH, WITH THE EXCEPTION OF ANY WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY AFP LIABILITY INCLUDE, AND AFP SHALL NOT BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FROM, ANY CONSEQUENTIALSPECIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFIT, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE CONSEQUENTIAL LOSSES OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM OF THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATAPROFIT OR REVENUES, INJURY TO GOODWILL, LOSS OF THE USE OF GOODS OR EQUIPMENT, DAMAGE TO ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, DOWNTIME COSTS, OR CLAIMS OF MANNKIND’S CUSTOMERS, AFFILIATES, LICENSEES, DISTRIBUTORS OR OTHER THIRD PARTIES FOR SUCH DAMAGES OR LOSSES) AND EVEN IF AFP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION POTENTIAL DAMAGE OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED.LOSS;

Disclaimer of Consequential Damages. IN NO EVENT WILL SHALL EITHER PARTY BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST TO THE OTHER PARTY FROM, OR ANY OF ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, PUNITIVE OR EXEMPLARY OR PUNITIVE DAMAGES, DAMAGES (INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTIONLIMITATION, LOST REVENUESPROFITS, LOST PROFIT, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE BUSINESS OR GOODWILL, ARISING FROM ) SUFFERED OR RELATED TO INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, REGARDLESS EVEN IF ADVISED OF THE TYPE POSSIBILITY OF CLAIM OF THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS SUCH DAMAGES. THIS DISCLAIMER SHALL SURVIVE ANY FAILURE OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF A LIMITED OR EXCLUSIVE REMEDY SET FORTH HEREIN, EXCEPT FOR LIABILITIES ARISING FROM (I) THE INTENTIONAL MISUSE OR MISAPPROPRIATION OF THE OTHER PARTY’S CONFIDENTIAL INFORMATION, (II) ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT INDEMNIFICATION PROVIDED IN ACCORDANCE WITH THE FOREGOING TERMS AND CONDITIONS OF THIS Article 19, (III) [*], WHERE SUCH FAILURE IS HEREBY WAIVEDA RESULT OF CBSB’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL BREACH (SO LONG AS SUCH INTENTIONAL BREACH IS NOT DUE TO A MATERIAL BREACH OF THE AGREEMENT BY TERCICA), OR (IV) TERCICA’S BREACH OF THE REPRESENTATIONS AND WARRANTIES IN ARTICLE 18, WHERE SUCH BREACH IS A RESULT OF TERCICA’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL BREACH.

Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT IN THE CASE OF (I) A PARTY’S INTENTIONAL BREACH OR REPUDIATION OF THIS AGREEMENT OR (II) ANY SPINCO LICENSOR’S REJECTION OF THIS AGREEMENT PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE OR ANY FOREIGN EQUIVALENT, UNDER NO EVENT WILL EITHER CIRCUMSTANCES WHATSOEVER SHALL ANY PARTY (OR ANY OF ITS RELATED PARTIES) BE LIABLE FORTO ANY OTHER PARTY (OR ANY OF ITS RELATED PARTIES) IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OR ANY LOST PROFITS, LOSS OF USE, DAMAGE TO GOODWILL OR LOSS OF BUSINESS IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY HEREBY WAIVES WAIVES, ON BEHALF OF ITSELF AND RELEASES ITS RELATED PARTIES, ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FROM, ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY OR PUNITIVE FOR SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTION, INCLUDING ANY CLAIM FOR LOST REVENUES, LOST PROFITPROFITS, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE USE, DAMAGE TO GOODWILL OR GOODWILL, LOSS OF BUSINESS WHETHER ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM OF THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE TORT OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE ; PROVIDED THAT THIS Section 14.2 SHALL NOT PREVENT A PARTY FROM RECOVERING IN RESPECT OF ANY LIMITED REMEDY. DAMAGES AS MAY BE RECOVERABLE BY A THIRD PARTY PURSUANT TO THE EXTENT NOT PROHIBITED A CLAIM BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVEDSUCH THIRD PARTY.

Disclaimer of Consequential Damages. THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EXCEPT FOR CUSTOMER’S BREACH OF SECTION 1 (PROVISION AND USE OF THE MPARTICLE PLATFORM) ABOVE, IN NO EVENT WILL SHALL EITHER PARTY BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST TO THE OTHER PARTY FROM, FOR ANY CONSEQUENTIALSPECIAL, INDIRECT, SPECIALRELIANCE, INCIDENTAL, COLLATERAL, EXEMPLARY INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION CONSEQUENTIAL DAMAGES DUE TO BUSINESS INTERRUPTIONOF ANY KIND, LOST REVENUESOR DAMAGED DATA, LOST PROFITPROFITS OR REVENUE, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE ANTICIPATED SAVINGS, OR GOODWILLLOSS OF OR DAMAGE TO GOODWILL (COLLECTIVELY, ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM OF THEORY OF LIABILITYAN “EXCLUDED LOSS”), WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES TORT (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACTNEGLIGENCE), TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE EVEN IF A PARTY HAS BEEN NOTIFIED OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDYPOSSIBILITY THEREOF. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE FOLLOWING WILL NOT BE DEEMED TO BE AN EXCLUDED LOSS FOR PURPOSES OF THIS AGREEMENT: (A) ANY STATUTORY REMEDY INCONSISTENT AMOUNTS PAYABLE BY AN INDEMNIFIED PARTY TO A THIRD PARTY PURSUANT TO A JUDGMENT OR TO A SETTLEMENT AGREEMENT APPROVED IN ACCORDANCE WITH SECTION 7.6 (INDEMNIFICATION PROCEDURE) BELOW, LIABILITY FOR WHICH FALLS WITHIN THE FOREGOING IS HEREBY WAIVEDINDEMNIFYING PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; AND (B) ALL FEES PAYABLE BY CUSTOMER UNDER THIS AGREEMENT.

Disclaimer of Consequential Damages. SUBJECT TO SECTION 22.3 BELOW, IN NO EVENT WILL EITHER PARTY PARTY, OR ANY OF THEIR AFFILIATES OR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST TO THE OTHER PARTY FROM, OR ANY CONSEQUENTIALTHIRD PARTY FOR SPECIAL, INDIRECT, SPECIALPUNITIVE, INCIDENTAL, COLLATERAL, EXEMPLARY INCIDENTAL OR PUNITIVE DAMAGESCONSEQUENTIAL DAMAGE OR LOSS OF ANY NATURE, INCLUDING, WITHOUT LIMITATION BUT NOT LIMITED TO, DAMAGES DUE TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFITRESULTING FROM DELAY, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE PROFITS OR GOODWILLLOSS OF GOODWILL WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT OR RESULTING FROM THE ENTERPRISE PRODUCTS, ARISING FROM OR RELATED THE HOSTING, SUPPORT, MAINTENANCE, OR OTHER SERVICES OR OBLIGATIONS TO THIS AGREEMENTBE PROVIDED BY EITHER PARTY HEREUNDER, REGARDLESS EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE TYPE LIKELIHOOD OF CLAIM OF THEORY OF LIABILITYSUCH DAMAGES OCCURRING, AND WHETHER IN SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLEOTHERWISE. THE PROTECTION OR PARTIES AGREE THAT THIS LIMITATION AGAINST OF LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS SURVIVE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND ANY EXCLUSIVE REMEDY. NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAWFOREGOING, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVEDDAMAGES AWARDED OR OBTAINED (WHETHER BY SETTLEMENT, COMPROMISE OR JUDGMENT) AS A RESULT OF THIRD PARTY CLAIMS SHALL BE CONSIDERED DIRECT DAMAGES FOR PURPOSES OF THIS AGREEMENT.

Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN NO EVENT WILL EITHER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST TO THE OTHER OR ANY THIRD PARTY FROM, ANY FOR CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIAL, INCIDENTAL, COLLATERAL, PUNITIVE OR EXEMPLARY DAMAGES OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFITPROFITS, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE BUSINESS, LOSS OF GOODWILL OR GOODWILLDAMAGE TO REPUTATION ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, WHETHER CAUSED BY BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION, EVEN IF THE LIABLE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING FROM OUT OF OR RELATED TO THIS AGREEMENTAGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE TYPE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM OF THEORY OF LIABILITY, WHETHER IN IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID AND IRRESPECTIVE PAYABLE BY CLIENT TO TROVATA UNDER THIS AGREEMENT WITHIN THE PRECEDING 12 MONTH PERIOD (DETERMINED AS OF WHETHER SOLETHE DATE OF THE EVENT GIVING RISE TO THE CLAIM). Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, CONCURRENT DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY TROVATA TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVEDIN THIS AGREEMENT.

Disclaimer of Consequential Damages. IN NO EVENT WILL EITHER NEITHER PARTY TO THIS AGREEMENT OR ANY OF ITS AFFILIATES SHALL BE LIABLE FORTO THE OTHER PARTY HERETO OR ANY OF ITS AFFILIATES FOR CLAIMS FOR INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FROMAND ITS AFFILIATES FROM LIABILITY FOR ANY SUCH DAMAGES. NEITHER PARTY SHALL BE ENTITLED TO RESCISSION OF THIS AGREEMENT AS A RESULT OF BREACH OF THE OTHER PARTY’S REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE OTHER MATTER; PROVIDED THAT NOTHING IN THIS SECTION 10.21 SHALL RESTRICT THE RIGHT OF EITHER PARTY [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFIT, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE OR GOODWILL, ARISING FROM OR RELATED EXERCISE ANY RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO ANY OTHER PROVISION IN THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM OF THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, . [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATAII) AND EVEN WOULD BE COMPETITIVELY HARMFUL IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED.PUBLICLY DISCLOSED]

Disclaimer of Consequential Damages. IN NO EVENT WILL EITHER BANK, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICE, BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES TO YOU OR ANYONE ELSE FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FROM, ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTALPUNITIVE, COLLATERAL, EXEMPLARY INCIDENTAL OR PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, LOST REVENUESINABILITY TO USE, LOST PROFITOR THE RESULTS OF USE OF THE SERVICE, LOSS WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF PROSPECTIVE ECONOMIC ADVANTAGE THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. LIMITATION OF LIABILITY: EXCEPT AS SPECIFIED ABOVE OR GOODWILLAS MAY OTHERWISE BE PROVIDED BY LAW, ARISING OUR MAXIMUM CUMULATIVE LIABILITY TO YOU FOR CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES YOU PAID FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE EVENT FROM WHICH THE CLAIM AROSE. CONSENT TO ELECTRONIC DELIVERY OF NOTICES: BY ACCEPTING BELOW OR RELATED TO BY OTHERWISE USING THE SERVICE, YOU ALSO AGREE THAT ANY AND ALL DISCLOSURES AND COMMUNICATIONS REGARDING THE SERVICE BETWEEN YOU AND US, INCLUDING THIS AGREEMENT, REGARDLESS MAY BE MADE ELECTRONICALLY BY POSTING TO OUR WEB SITE IN ACCORDANCE WITH APPLICABLE LAW. ANY ELECTRONIC DISCLOSURE COMMUNICATION WE MAKE WILL BE CONSIDERED MADE WHEN TRANSMITTED, AND ANY DISCLOSURE OR COMMUNICATION WE MAKE BY POSTING TO OUR WEB SITE WILL BE CONSIDERED MADE WHEN POSTED. THIS CONSENT DOES NOT AUTOMATICALLY ENROLL YOU IN OTHER SERVICES THAT ARE AVAILABLE THROUGH ONLINE BANKING (e.g., paperless statements or Bill Payment). THIS CONSENT DOES, HOWEVER, INCLUDE YOUR ACCEPTANCE OF AGREEMENTS AND COMMUNICATIONS WHEN YOU ENROLL IN AND USE SUCH SERVICES. WITH RESPECT TO THIS SERVICE, YOU MAY NOT OPT OUT OF RECEIVING DISCLOSURES AND COMMUNICATIONS IN AN ELECTRONIC FORM WITHOUT TERMINATING THE TYPE OF CLAIM OF THEORY OF SERVICE AS PROVIDED ABOVE. IF YOU WISH TO RECEIVE A PAPER COPY, YOU MUST HAVE A PRINTER CONNECTED TO YOUR COMPUTER AND APPROPRIATE SOFTWARE INSTALLED TO PRINT SUCH ITEMS. INDEMNITY: YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD- PARTY CLAIMS, LIABILITY, WHETHER IN CONTRACTDAMAGES, TORTEXPENSES AND COSTS (INCLUDING, STRICT LIABILITY BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES) CAUSED BY OR OTHER LEGAL ARISING FROM YOUR BREACH OF YOUR OBLIGATIONS OR EQUITABLY THEORYREPRESENTATIONS UNDER THIS AGREEMENT, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLEUNLESS PRIMARILY CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED.ELECTRONIC FUND TRANSFER – CONSUMER ACCOUNTS:

Disclaimer of Consequential Damages. IN NO EVENT WILL EITHER BANK, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICE, BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES TO YOU OR ANYONE ELSE FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FROM, ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTALPUNITIVE, COLLATERAL, EXEMPLARY INCIDENTAL OR PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, LOST REVENUESINABILITY TO USE, LOST PROFITOR THE RESULTS OF USE OF THE SERVICE, LOSS WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF PROSPECTIVE ECONOMIC ADVANTAGE THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. LIMITATION OF LIABILITY: EXCEPT AS SPECIFIED ABOVE OR GOODWILLAS MAY OTHERWISE BE PROVIDED BY LAW, ARISING OUR MAXIMUM CUMULATIVE LIABILITY TO YOU FOR CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES YOU PAID FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE EVENT FROM WHICH THE CLAIM AROSE. CONSENT TO ELECTRONIC DELIVERY OF NOTICES : BY ACCEPTING BELOW OR RELATED TO BY OTHERWISE USING THE SERVICE, YOU ALSO AGREE THAT ANY AND ALL DISCLOSURES AND COMMUNICATIONS REGARDING THE SERVICE BETWEEN YOU AND US, INCLUDING THIS AGREEMENT, REGARDLESS MAY BE MADE ELECTRONICALLY BY POSTING TO OUR WEB SITE IN ACCORDANCE WITH APPLICABLE LAW. ANY ELECTRONIC DISCLOSURE COMMUNICATION WE MAKE WILL BE CONSIDERED MADE WHEN TRANSMITTED, AND ANY DISCLOSURE OR COMMUNICATION WE MAKE BY POSTING TO OUR WEB SITE WILL BE CONSIDERED MADE WHEN POSTED. THIS CONSENT DOES NOT AUTOMATICALLY ENROLL YOU IN OTHER SERVICES THAT ARE AVAILABLE THROUGH ONLINE BANKING (e.g., paperless statements or Bill Payment). THIS CONSENT DOES, HOWEVER, INCLUDE YOUR ACCEPTANCE OF AGREEMENTS AND COMMUNICATIONS WHEN YOU ENROLL IN AND USE SUCH SERVICES. WITH RESPECT TO THIS SERVICE, YOU MAY NOT OPT OUT OF RECEIVING DISCLOSURES AND COMMUNICATIONS IN AN ELECTRONIC FORM WITHOUT TERMINATING THE TYPE OF CLAIM OF THEORY OF SERVICE AS PROVIDED ABOVE. IF YOU WISH TO RECEIVE A PAPER COPY, YOU MUST HAVE A PRINTER CONNECTED TO YOUR COMPUTER AND APPROPRIATE SOFTWARE INSTALLED TO PRINT SUCH ITEMS. INDEMNITY: YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, WHETHER IN CONTRACTDAMAGES, TORTEXPENSES AND COSTS (INCLUDING, STRICT LIABILITY BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES) CAUSED BY OR OTHER LEGAL ARISING FROM YOUR BREACH OF YOUR OBLIGATIONS OR EQUITABLY THEORYREPRESENTATIONS UNDER THIS AGREEMENT, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION UNLESS PRIMARILY CAUSED BY OUR GROSS NEGLIGENCE OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVEDWILLFUL MISCONDUCT.