LIABILITY FOR NONPERFORMANCE Clause Samples

LIABILITY FOR NONPERFORMANCE. ▇▇▇▇▇▇ shall not have any liability to Ventiv for failure to perform its obligations hereunder unless such failure arises out of, directly or indirectly, the willful misconduct on the part of ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall not be required to perform any Service (or any part of any Service) to the extent that performance of such Service (or such part of such Service) would violate any law, rule or regulation. In no event shall ▇▇▇▇▇▇ be liable for any Services provided or the failure to provide any Services for an amount in excess of the compensation payable to ▇▇▇▇▇▇ in respect of such Services pursuant to Section 4.1 hereof. In no event shall any party be liable hereunder for consequential, incidental or punitive damages.

LIABILITY FOR NONPERFORMANCE. None of the parties hereto nor any subsidiaries of such parties shall have any liability to each other for failure to perform its obligations hereunder unless such failure arises out of, directly or indirectly, the misconduct or gross negligence on the part of the nonperforming party. Seafield shall not be required to perform any Service (or any part of any Service) to the extent that performance of such Service (or such part of such Service) would violate any law, rule or regulation.

LIABILITY FOR NONPERFORMANCE. Neither party hereto nor any subsidiaries of such party shall have any liability to the other party hereto for failure to perform its obligations hereunder unless such failure arises out of, directly or indirectly, the intentional misconduct or gross negligence on the part of the nonperforming party. Neither party hereto shall be required to perform any Service (or any part of any Service) to the extent that performance of such Service (or such part of such Service) would violate any law (including any state law prohibition on the performance of legal services), rule, regulation or third-party contract. The liability of any party for nonperformance of any Service shall be limited to a refund of amounts received by that party from the other party with respect to that Service and in no event shall either party be liable for consequential damages. Any party receiving Services shall defend, indemnify and hold harmless the party providing such Services from any and all claims of any third parties arising out of the performance of those Services (except to the extent that liability arises as a result of intentional misconduct or gross negligence on the part of the party performing such Services). Such indemnity shall include reimbursement for reasonable out of pocket expenses, including reasonable legal fees.