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.
Liability Limitations. (a) Direct Damages NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement.
(b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).
Liability Limitations. The Buyer assumes all risk and liability resulting from the use of the Products, whether alone or in combination with other materials. Buyer assumes responsibility to analyze the Products, and the Company shall have no liability if Buyer uses the Products that do not conform to the standard written specifications of the Company in effect as of the date of delivery. The Buyer must give the Company written notice of any failure of the Products to comply with the Company’s specifications within five days after the Buyer identifies any non-compliance. The Company shall have a reasonable opportunity to inspect the Products at issue. For any Products that the Company determines do not conform to the specifications, the Buyer’s sole and exclusive remedy shall be for the Company, at its sole discretion, to replace the non- conforming Products or refund the amount of the Price that the Buyer has already actually paid to the Company for the non-conforming Products, and in no event shall the Company’s liability for any claim exceed that amount. Claims related to non-conforming Products shall be made within thirty (30) days after discovery thereof. All other claims shall be made within thirty (30) days after receipt of the Products to which the claim relates, or if for non-delivery, after the scheduled delivery date. The Buyer’s failure to give the Company written notice of any claim within the applicable time period shall constitute an absolute and unconditional waiver of such claim. In no event shall the Buyer commence any action against the Company later than 90 days after the cause of action has accrued
Liability Limitations. IN NO EVENT SHALL TI BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE ORDER, EVEN IF TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall TI’s liability to Seller for any breach of any provision of this Purchase Order exceed the purchase price for goods or services delivered and accepted hereunder.
Liability Limitations. The following limitations on liabilities shall apply:
(a) the Warrantors shall have no obligation to indemnify Investors for any individual claim by the Investors arising out of the Transaction Documents, unless the aggregate Losses related to such individual claim (the “Individual Claim”) exceed 0.5% of the Investment Amount of such Investor”);
(i) the Warrantors shall have no obligation to indemnify the Investors unless the aggregate amount of all such Individual Claims made by the Investors under the Transaction Documents exceed 2% of the Investment Amount of such Investor (the “Claim Loss Threshold”) (in which event the liability of the Warrantors shall be limited to the amount by which such aggregate amount exceeds that figure);
(ii) the aggregate liability of the Warrantors as indemnifier to the Investors arising from any Warrantor’s breach of Transaction Documents shall not exceed the aggregate Purchase Price paid by the relevant Investor less the cash income (including cash dividends, repurchase payments, equity transfer consideration, to extent applicable) already received by such Investor by virtue of their shareholding in the Company;
(iii) an Investor who obtains any remedy under this Agreement shall not seek or obtain any other remedy under this Agreement or any other Transaction Documents for the same subject matter, regardless of whether such remedy covers the Losses of such Investor. Notwithstanding any other provision to the contrary in this Agreement, no limitations on the Warrantors’ liability shall apply in the case of fraud or intentional misrepresentation by the Warrantors.
(i) The Fundamental Warranties shall survive the Closing perpetually; and (ii) the other representations and warranties made by any Warrantor other than the Fundamental Warranties shall survive the Closing until the second anniversary of the Closing Date. No claim for breach of any representation or warranty or covenant may be brought by the Investors unless a claim has been raised in writing before the end of the survival period, and its formal proceedings have commenced within six (6) months after the end of the survival period set forth in this Section 8.2(b).
Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES:
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.
Liability Limitations. IN NO EVENT SHALL CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING, PERFORMANCE OR USE OF THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR SAID ITEMS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT BE GREATER THAN THE AMOUNT OF THE ACCESS FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE XXXX, CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, OR BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR CLAIM THEREOF.
Liability Limitations. 13.5.1. After the Closing, any assertion by any Buyer Indemnified Party that Seller is liable (a) for the inaccuracy of any representation or warranty, (b) for the breach of any covenant, (c) for indemnity under the terms of this Agreement or (d) otherwise in connection with the transactions contemplated in this Agreement, must be made by Buyer in writing and must be given to Seller on or prior to the first anniversary of the Closing Date. The notice shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion.
13.5.2. None of the Buyer Indemnified Parties shall be entitled to assert any right to indemnification hereunder or to otherwise seek any damages or other remedies for or in connection with (a) the inaccuracy of any representations of Seller contained in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; (b) the breach of, or failure to perform or satisfy any of the covenants of Seller set forth in this Agreement or in any other agreement, instrument, document or certificate executed or delivered in connection with this Agreement; or (c) any liabilities otherwise arising in connection with or with respect to the transactions contemplated in this Agreement until the aggregate amount of the Liabilities for such misrepresentations, breaches or liability actually suffered by Buyer exceeds five percent of the Purchase Price, and then only to the extent of such excess. The limitations in this Section shall not apply, however, to the obligations of Seller under Sections 11.1, 12.1, 12.2, 12.3 and 20.
13.5.3. The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (a) tax benefit created or generated or (b) insurance proceeds realized under the relevant insurance arrangements.
13.5.4. Seller shall not be required to indemnify any Buyer Indemnified Parties or pay any other amount in connection with or with respect to the transactions contemplated in this Agreement in any amount exceeding in the aggregate fifty percent of the Adjusted Purchase Price.
13.5.5. None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover fro...
Liability Limitations. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (A) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (B) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information (including Information), to any Disqualified Lender.
Liability Limitations. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT THE DAMAGES RESULT FROM A PARTY’S WILLFUL MISCONDUCT AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 9.
