Liability Limits Clause Samples
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Liability Limits. Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible.
(a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”).
(b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25.
(c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement.
(d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the ex...
Liability Limits. Notwithstanding anything herein to the contrary, any recovery by an Indemnified Party pursuant to this Article XI shall be limited as follows:
(a) Stagecoach I and Stagecoach Energy shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(a)(i) or 11.2(a)(iv), unless and until the aggregate amount of such Losses exceeds $2,000,000, in which event Stagecoach I and Stagecoach Energy shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27.
(b) Stagecoach II shall not be obligated to indemnify the Purchaser Indemnitees for Losses arising under Sections 11.2(b)(i) or 11.2(b)(iv), unless and until the aggregate amount of such Losses exceeds $10,000, in which event Stagecoach II shall indemnify the Purchaser Indemnitees only for Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties made in Sections 4.1 or 4.2.
(c) The Purchasers shall not be obligated to indemnify the Seller Indemnitees for Seller Losses arising under Section 11.3(a), unless and until the aggregate amount of such Seller Losses exceeds $2,000,000, in which event the Purchasers shall indemnify the Seller Indemnitees only for Seller Losses in excess of such amount; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 6.1, 6.2 or 6.5.
(d) The indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a)(i) shall be limited in the aggregate to $25,500,000; provided, however, that the foregoing limitation shall not apply with respect to Losses that arise out of or relate to the representations or warranties in Sections 3.1, 3.2, 3.3, 5.1, 5.2, 5.3, 5.10, 5.25 or 5.27, which shall be limited as provided in Section 11.5(e).
(e) Except as set forth in Section 11.5(d), the indemnity obligations of Stagecoach I and Stagecoach Energy pursuant to Section 11.2(a) shall be limited in the aggregate to $125,000,000.
(f) The indemnity obligations of Stagecoach II pursuant to Section 11.2(b)(i) shall be limited in the aggregate to $2,500,000; provided, however, tha...
Liability Limits. To the maximum extent permitted by law, neither Party shall have any liability to the other Party for any loss of use, interruption of business, costs of substitute services, or any other indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the Party has been advised of the possibility of such damage. Except for its indemnification obligations under Section 9.2, notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge’s aggregate liability, regardless of whether any action or claim is based on warranty, contract, tort, indemnification or otherwise, exceed amounts paid or due by Client to Everbridge hereunder during the 12 month period prior to the event giving rise to such liability. The foregoing limitations shall apply even if the non- breaching party’s remedies under this Agreement fail their essential purpose.
Liability Limits. 10.1 All warranties conditions and other terms implied by statue or common law are, to the fullest extent permitted by law, excluded from this Agreement.
10.2 Subject to Clause 10.3, neither Party shall be liable for any indirect, or consequential damages.
10.3 Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud or any other liability which may not properly be limited or excluded by applicable law.
10.4 Subject to its indemnification obligations in Clause 9.2, and Clause 10.3, Everbridge’s aggregate liability under or in connection with this agreement shall not (whether in tort, contract, breach of statutory duty or otherwise) exceed a sum equal to the amount actually paid by Client to Everbridge hereunder during the 12 month period prior to the event giving rise to such liability. Client understands and agrees that these liability limits reflect the allocation of risk between the Parties and are essential elements of the basis of the bargain, the absence of which would require substantially different economic terms.
Liability Limits. To the maximum extent permitted by law, neither Party shall have any liability to the other Party for any indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the Party has been advised of the possibility of such damage. Except for its indemnification obligations under Section 9.2, notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge’s aggregate liability, regardless of whether any action or claim is based on warranty, contract, tort or otherwise, exceed amounts paid or due by Client to Everbridge hereunder during the 12-month period prior to the event giving rise to such liability. The foregoing limitations shall apply even if the non-breaching party’s remedies under this Agreement fail their essential purpose.
Liability Limits. Notwithstanding anything to the contrary set forth herein, the Purchaser Indemnified Parties shall not make a claim against any Member for indemnification under this Article IX for Purchaser Losses unless and until the aggregate amount of such Purchaser Losses exceeds an amount equal to one-half of one percent (0.5%) of the Purchase Price (the “Purchaser Basket”), in which event the Purchaser Indemnified Parties shall be entitled to make a claim for indemnification for all Purchaser Losses from the first dollar of all Purchaser Losses; provided, however, the Fundamental Obligations shall not be subject to the Purchaser Basket. Notwithstanding any other provision of this Agreement, the total aggregate amount of the liability of the Members for Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants), shall be limited to the Escrow Amount and any and all claims alleging, asserting or relating to Purchaser Losses (other than indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representation or indemnification claims under Section 9.1 with respect to the Fundamental Covenants) shall be made solely and exclusively under and in accordance with the terms of this Article IX and the Escrow Agreement and shall be satisfied solely and exclusively from the Escrow Amount (the “Purchaser Cap”). Except as expressly set forth in this Article IX, the aggregate amount of the liability of the Members for indemnification claims under Section 9.1 for breach of or inaccuracy of the Fundamental Representations or indemnification claims under Section 9.1 with respect to the Fundamental Covenants shall be limited to the Purchase Price (the “Fundamental Obligation Cap”). Notwithstanding anything to the contrary set forth herein, the total aggregate amount of the liability of the Members for Purchaser Losses arising out of or relating to the P-Project shall be limited to the P-Project Cap.
Liability Limits. The liability limits under Section 1.2 of this Exhibit S may be met with any combination of primary, excess or umbrella insurance policies.
Liability Limits. 13.1 Limitations. Regardless of the basis of the claim (e.g. contract, tort or statute), the total liability of Us and Our licensors or You shall not exceed the amounts actually received by Us for the Software or Professional Services at issue or the pro-rata fees for the previous 12 months of Cloud Services or Support Services immediately preceding the event that gave rise to the liability, or the minimum amounts permitted by applicable laws, if greater.
Liability Limits. IN NO EVENT SHALL PAYMENT LABS BE LIABLE TO COMPANY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT PAYMENT LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE IDV TERMS, IN NO EVENT SHALL PAYMENT LABS’ AGGREGATE LIABILITY TO COMPANY IN CONNECTION WITH THESE IDV TERMS OR COMPANY’S ACCESS TO AND USE OF THE IDV EXCEED THE SUM OF ALL FEES PAID TO PAYMENT LABS BY COMPANY FOR THE USE OF THE IDV IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO THE LIABILITY. LIMITATIONS OF LIABILITY CONTAINED IN THESE IDV TERMS ARE IN ADDITION TO, AND NOT IN LIEU OF, ANY LIMITS OUTLINED IN THE SERVICE AGREEMENT.
Liability Limits. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER Printlean NOR ANY OTHER Printlean PARTY SHALL BE LIABLE TO YOU OR YOUR CUSTOMERS FOR ANY LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF (I) WHETHER ANY OF THE FOREGOING DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF INCURRING ANY OF THE FOREGOING DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (IV) ANY SPECIFIC CIRCUMSTANCES OF YOU AND/OR YOUR CUSTOMER. THE LIABILITY OF THE Printlean PARTIES WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICE THAT YOU HAVE PURCHASED OR USED THROUGH THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.