IN NO EVENT AND UNDER Sample Clauses

IN NO EVENT AND UNDER. NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR PUNITIVE, CONSEQUENTIAL, INDIRECT, OR OTHER SPECIAL DAMAGES OR FOR ANY ACT OR FAILURE TO ACT, IN EACH CASE, IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT EVEN IF, IN EACH CASE, ADVISED OF THE POSSIBILITY THEREOF.
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IN NO EVENT AND UNDER. NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF. In this regard, each party acknowledges that where the other party is found liable to a third party in an action where the third party wins a judgment that includes an award of consequential damages against such other party, all damages paid by the other party to such third party is direct damages to the other party and not “consequential damages” as used in this Section.
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IN NO EVENT AND UNDER. NO CIRCUMSTANCES SHALL EITHER OF THE PARTIES HERETO HAVE ANY LIABILITY TO ANY PERSON, INCLUDING WITHOUT LIMITATION THE OTHER PARTY, WITH RESPECT TO THIS AGREEMENT OR SUCH PARTY'S OBLIGATIONS UNDER THIS AGREEMENT, FOR ANY PUNITIVE, CONSEQUENTIAL, EXEMPLARY, INDIRECT, LOSS OF PROFITS OR OTHER SPECIAL DAMAGES RESULTING FROM OR ARISING OUT OF OR DEFAULT IN THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS OR ANY ACT OR FAILURE TO ACT OR BREACH OF ANY REPRESENTATION OR WARRANTY HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. Any amounts Continuum is required to pay as damages to a Continuum Customer which resulted from a breach by DST of this Agreement shall be considered direct and not indirect damages to Continuum.
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IN NO EVENT AND UNDER. NO CIRCUMSTANCES SHALL ESOBI AND/OR ITS RESELLER(S) BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY INCLUDING NEGLIGENCE, TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND DAMAGES FOR LOSS OF BUSINESS REVENUES AND PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF REPUTATION, OR ANY AND ALL OTHER TANGIBLE OR INTANGIBLE LOSSES ARISING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE, EVEN IF ESOBI AND/OR ITS RESELLER(S) HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO CASE SHALL ESOBI OR ITS RESELLER(S)’ TOTAL LIABILITY EXCEED THE PURCHASE PRICE YOU PAID FOR THE SOFTWARE.
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Related to IN NO EVENT AND UNDER

  • Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

  • WARRANTIES AND UNDERTAKINGS 18.1 Each Party warrants to the other Party that:

  • Entire Understanding; No Third Party Beneficiaries This Agreement (together with the documents, agreements and instruments referred to herein) represents the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other oral or written agreements heretofore made with respect to the subject matter hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.

  • Program Requirements Provided At No Charge to the Judicial Council A. The Contractor shall provide the following items during the Program at no charge to the Judicial Council:

  • Evaluation and Understanding It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement and each Transaction hereunder. It is also capable of assuming, and assumes, all financial and other risks of this Agreement and each Transaction hereunder.

  • Indemnification by the Holders and any Agents and Underwriters The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that:

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 15 is signed and as of the Effective Date of this Contract Amendment No. 15:

  • Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party.

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.

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