Liability Floor Sample Clauses

Liability Floor. The Operator shall make no claim against the Customer for an amount less than the Liability Floor Amount.
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Liability Floor. The Customer shall make no claim against the Operator for an amount less than USD one thousand ($1,000) (the Liability Floor Amount).
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Liability Floor. Claims against the Vendor made under or in connection with this Agreement can only be made if each single claim, or in case of a series of similar breaches the aggregate of these claims resulting from such series of breaches, exceeds an amount of €150,000 (the “De Minimis Amount”), and to the extent the aggregate amount of all such claims exceeds an amount of €750,000 (the “Liability Floor”). If the Liability Floor is exceeded, the Purchaser shall be entitled to the full amount of all such claims, including the Liability Floor, provided, however, that the De Minimis Amount and the Liability Floor shall not apply to any breaches by the Vendor:
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Liability Floor. Notwithstanding anything to the contrary in --------------- this Agreement and any documents related hereto, and subject to other limitations for the benefit of Purchaser herein, neither the Purchaser nor any affiliate shall be liable to Securityholder or the Company with respect to any claim for indemnifiable damages unless the aggregate amount of all indemnifiable damages incurred by Securityholder or the Company exceed Fifty Thousand Dollars ($50,000.00), in which case the Purchaser and such affiliate shall be liable for the total amount of such indemnifiable damages. Any other provision of this Agreement notwithstanding, Sections 3.2(e) and (f) ("Limitation on Liability" and "Termination of Liability and Representations and Warranties") above will not apply to Purchaser's obligation to pay the purchase price under Article II above and any other provision of this Agreement, the Registration Rights Agreement or the transaction documents relating to Purchaser's issuance and registration of the Purchase Shares, subject to the terms of the applicable documents.
Sample 1
Liability Floor. Notwithstanding anything to the ----------- --------------- contrary in this Agreement and any documents related hereto, and subject to other limitations for the benefit of Securityholder and the Company herein, the Securityholder shall not be liable to Purchaser with respect to any claim for indemnifiable damages unless the aggregate amount of all indemnifiable damages under the terms of Art. VII incurred by Purchaser exceed Fifty Thousand Dollars ($50,000.00), in which case the Securityholder shall be liable for the total amount of such indemnifiable damages.
Sample 1

Related to Liability Floor

  • Liability Limitation CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • Liability Limited (a) The Lenders, the Agent, the Credit Parties, the Owner Trustee and the Holders each acknowledge and agree that the Owner Trustee is (except as otherwise expressly provided herein or therein) entering into this Agreement and the other Operative Agreements to which it is a party (other than the Trust Agreement and to the extent otherwise provided in Section 6.1 of this Agreement), solely in its capacity as trustee under the Trust Agreement and not in its individual capacity and that the Trust Company shall not be liable or accountable under any circumstances whatsoever in its individual capacity for or on account of any statements, representations, warranties, covenants or obligations stated to be those of the Owner Trustee, except for its own gross negligence or willful misconduct and as otherwise expressly provided herein or in the other Operative Agreements.

  • Liability Cap Subject to the Sections titled ‘Unlimited Liability’ and ‘Exclusion of Damages’, the maximum aggregate liability of either party (or its respective Affiliates or SAP’s subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in the Contract Term will not exceed the fees paid for Individual Orders during the Contract Term up until the date upon which the incident occurred whereby liability arose.

  • Liability of General Partner The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

  • Liability Limits Notwithstanding anything to the contrary set forth herein:

  • Liability Limitations This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

  • LANDLORD'S LIABILITY If Landlord defaults under this Agreement and if, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied against the right, title and interest of Landlord in the Shopping Center including, but not limited to, the rents, proceeds and profits derived therefrom as the same may then be constituted and encumbered, and Landlord shall not be liable for any deficiency. In no event shall Tenant have the right to levy execution against any property of Landlord other than its right, title and interest in the Shopping Center including, but not limited to, the rents, proceeds and profits derived therefrom. Upon any such uncured default by Landlord, Tenant may exercise any of its rights provided at law or in equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the event of any default by Landlord under this Agreement, except to the extent offset rights are specifically provided to Tenant in this Agreement; (b) Tenant shall have no right to terminate this Agreement unless determined by a court of competent jurisdiction under applicable law taking into account the nature of the breach; and (c) Tenant’s rights and remedies hereunder shall be limited to the extent this Agreement otherwise expressly limits Tenant’s rights or remedies. Notwithstanding anything contained in this Agreement to the contrary, the obligations of Landlord under this Agreement (including any actual or alleged breach or default by Landlord) do not constitute personal obligations of the individual partners, directors, officers, members or shareholders of Landlord or Landlord’s partners, and Tenant shall not seek recourse against the individual partners, directors, officers, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal assets for satisfaction of any liability with respect to this Agreement. Notwithstanding anything contained in this Agreement to the contrary, in no event shall Landlord or any Landlord’s officers, trustees, directors, partners, beneficiaries, joint venturers, members, stockholders, or other principals or representatives, disclosed or undisclosed (and their respective successors and assigns) ever be liable pursuant to this Agreement for lost profits or consequential, speculative or punitive damages.

  • Landlord Liability Tenant, its successors, and assigns shall not assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Industrial Center. Tenant agrees to look solely to such interest for the satisfaction of any liability or claim against Landlord under this Lease. In no event whatsoever shall Landlord (which term shall include, without limitation, any general or limited partner, trustees, beneficiaries, officers, directors, or stockholders of Landlord) ever be personally liable for any such liability.

  • Liability for Deficiency If any sale or other disposition of Collateral by Secured Party or any other action of Secured Party hereunder results in reduction of the Obligations, such action will not release Debtor from its liability to Secured Party for any unpaid Obligations, including costs, charges and expenses incurred in the liquidation of Collateral, together with interest thereon, and the same shall be immediately due and payable to Secured Party at Secured Party's address set forth in the opening paragraph hereof.

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