Limitation of Liability Sample Clauses

Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, the liabilities of each Provider and its Affiliates and RepresentativesNOR SHALL ANY INDEMNIFIED PARTY HAVE THE RIGHT TO RECOVER, collectivelyANY SPECIAL, under this Agreement for any act or failure to act in connection herewith INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), or from the saleWHETHER IN CONTRACT, deliveryWARRANTY, provision or use of any Services provided under or contemplated by this AgreementNEGLIGENCE, whether in contractTORT, tort STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (including negligence and strict liabilityX) or otherwiseTHE MANUFACTURE OR USE OF ANY COMPOUND SUPPLIED HEREUNDER OR (Y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, at law or equityWARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to reEXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER OR WITH RESPECT TO DAMAGES ARISING OUT OF OR RELATED TO A PARTYS BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO USE, DISCLOSURE, LICENSE, ASSIGNMENT OR OTHER TRANSFER OF CLINICAL DATA, CONFIDENTIAL INFORMATION, JOINTLY-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementOWNED INVENTIONS AND SAMPLE TESTING RESULTS.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductTO THE EXTENT PERMITTED BY LAW, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT SHALL ILLUMINA OR ITS SUPPLIERS, collectivelyOR CUSTOMER, under this Agreement for any act or failure to act in connection herewith BE LIABLE TO EACH OTHER OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (including the performance or breach of this AgreementWHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), or from the saleSTRICT LIABILITY OR OTHERWISE). ILLUMINAS TOTAL AND CUMULATIVE LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, deliveryWHETHER IN CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE), whether in contractSTRICT LIABILITY OR OTHERWISE SHALL IN NO EVENT EXCEED [*]. THE LIMITATIONS SET FORTH IN THIS SECTION 18 SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementAND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Limitation of Liability. Except Notwithstanding anything to the contrary in this R&D Agreement, neither partys cumulative liability to the other for all claims arising out of or in connection with respect this R&D Agreement will exceed the fees paid to liabilities Hitachi by OpNext pursuant to this R&D Agreement. Neither party shall be liable to the other party or any third party for any special, consequential, exemplary or incidental damages (including lost or anticipated revenues or profits relating to the same), arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under any claim relating to this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this R&D Agreement, whether in such claim is based on warranty, contract, tort (including negligence and or strict liability) or otherwise, at law even if an authorized representative of such party is advised of the possibility or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach likelihood of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementsame.
Appears in 2 contracts
Limitation of Liability. Except with respect Neither party shall be liable to liabilities the other party or any third party for any special, consequential, exemplary or incidental damages (including lost or anticipated revenues or profits relating to the same), arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under any claim relating to this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this R&D Agreement, whether in such claim is based on warranty, contract, tort (including negligence and or strict liability) or otherwise, at law even if an authorized representative of such party is advised of the possibility or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach likelihood of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementsame.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, the liabilities of each Provider and its Affiliates and RepresentativesINCIDENTAL, collectivelySPECIAL OR CONSEQUENTIAL DAMAGES, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)INCURRED BY EITHER PARTY AND ARISING FROM PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, or from the saleEVEN IF ADVISED OF THE PROBABILITY OF SUCH DAMAGES, deliveryWHETHER BASED ON AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementOR REPRESENTATION OR OTHER THEORY.
Appears in 2 contracts License Agreement (Neopharm Inc),
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, the liabilities of each Provider and its Affiliates and RepresentativesEXCEPT AS PROVIDED IN SUBSECTION 13.3(f) BELOW, collectivelyNO PARTY, under this Agreement for any act or failure to act in connection herewith NOR ANY RESPECTIVE REPRESENTATIVE, SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES FROM ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, TORT (including the performance or breach of this AgreementINCLUDING NEGLIGENCE), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort STRICT LIABILITY OR ANY OTHER LEGAL THEORY UNLESS (including negligence and strict liabilityI) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges SUCH DAMAGES RESULT FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SUCH PARTY OR ANY OF ITS REPRESENTATIVES; OR (excluding any Reimbursement ChargesII) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to reSUCH DAMAGES ARE PAYABLE BY AN INDEMNIFIED PARTY PURSUANT TO A THIRD PARTY CLAIM MADE BY A NON-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementAFFILIATE OF THE INDEMNIFIED PARTY AND FOR WHICH INDEMNIFICATION IS OTHERWISE AVAILABLE HEREUNDER.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL ALTAIR AND/OR ALTAIR PARENT BE LIABLE TO YTE OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, the liabilities of each Provider and its Affiliates and RepresentativesNOR WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, collectivelyOR ANY OTHER SPECIAL, under this Agreement for any act or failure to act in connection herewith INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, TORT (including the performance or breach of this AgreementINCLUDING NEGLIGENCE), or from the salePRODUCT LIABILITY, deliveryOR OTHERWISE, provision or use of any Services provided under or contemplated by this AgreementARISING OUT OF OR RELATING TO THE PRODUCTS SUPPLIED HEREUNDER, whether in contractTECHNOLOGY LICENSED HEREUNDER OR THIS AGREEMENT OR RESULTING FROM THE SALE OF PRODUCTS OR SERVICES BY YTE, tort (including negligence and strict liability) or otherwiseOR RESALE OR USE BY ANY CUSTOMER OR ANY TRANSFEREE OF SUCH PRODUCTS OR SERVICES OR TECHNOLOGY LICENSED HEREUNDER. ALTAIR'S AND/ OR ALTAIR PARENT'S LIABILITY HEREUNDER WILL BE LIMITED IN ALL CASES TO THE AMOUNT PAID BY YTE FOR PRODUCTS PURCHASED HEREUNDER. THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementAND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03THE PARTIES ACKNOWLEDGE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK. This Section 6.02 shall survive any termination of this AgreementNOTHING IN THIS SECTION SHALL IN ANY WAY LIMIT OR ALTER THE OBLIGATIONS OF ALTAIR OR ALTAIR PARENT WITH RESPECT TO CLAIMS MADE PURSUANT TO SECTION VI.6.6.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL ANY PARTY BE LIABLE UNDER THIS AGREEMENT FOR SPECIAL, the liabilities of each Provider and its Affiliates and RepresentativesINDIRECT, collectivelyINCIDENTAL OR CONSEQUENTIAL DAMAGES, under this Agreement for any act or failure to act in connection herewith WHETHER BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING LOSS OF PROFITS OR REVENUE, SUFFERED BY A PARTY OR ANY OF ITS RESPECTIVE REPRESENTATIVES, EXCEPT (including the performance or breach of this Agreement)i) TO THE EXTENT OF ANY SUCH DAMAGES MUST BE PAID TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, or from the saleOR (ii) IN THE EVENT OF AN INTENTIONAL AND WILFUL BREACH IN BAD FAITH OF ANY REPRESENTATION, deliveryWARRANTY, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementCOVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT BY THE OTHER PARTY.
Limitation of Liability. Except with respect In no event will a Manager, a Manager Designee or any of their respective Indemnitees be liable to liabilities arising from gross negligence the Company or willful misconduct, the liabilities any of each Provider and its Affiliates and Representatives, collectively, under this Agreement affiliates for any act indirect, special, incidental or failure to act in connection herewith (including the performance consequential damages, including, without limitation, lost profits or breach of this Agreement)savings, whether or not such damages are foreseeable, or from the sale, delivery, provision or use of for any Services provided under or contemplated by this Agreement, third party claims (whether based in contract, tort (including negligence and strict liability) or otherwise), at law relating to the services to be provided by a Manager or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementa Manager Designee hereunder.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT TO THE EXTENT SUCH PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY UNDER ARTICLE 12 ABOVE OR IN THE CASE OF WILLFUL BREACH OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY, OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, deliveryWHETHER SUCH CLAIM IS BASED ON CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE), whether in contractOR OTHERWISE, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT TO THE EXTENT (A) SUCH PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY UNDER THIS ARTICLE 6, the liabilities of each Provider and its Affiliates and RepresentativesOR (B) OF A BREACH OF A PARTYS RESPONSIBILITIES PURSUANT TO ARTICLE 5, collectivelyNEITHER PARTY NOR ITS RESPECTIVE AFFILIATES WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)EXEMPLARY, or from the saleCONSEQUENTIAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT, deliveryWHETHER IN CONTRACT, provision or use of any Services provided under or contemplated by this AgreementWARRANTY, whether in contractTORT, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementSTRICT LIABILITY OR OTHERWISE.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith EXCEPT FOR BREACH OF THE TERMS SET FORTH IN SECTION 8.3 (including the performance or breach of this AgreementCONFIDENTIALITY), or from the saleNEITHER DELL NOR PROVIDER WILL BE LIABLE FOR ANY INDIRECT, deliveryINCIDENTAL, provision or use of any Services provided under or contemplated by this AgreementOR CONSEQUENTIAL DAMAGES OF ANY TYPE, whether in contractINCLUDING LOST PROFITS, tort (including negligence and strict liability) or otherwiseOR LOST DATA, at law or equityARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF A PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF THE DAMAGE AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence In no event shall either party be liable for any indirect, incidental, special or willful misconductconsequential damages, including loss of profits, revenues, data, or use, incurred by either party or any third party, whether in an action in contract or tort, even if the liabilities other party or any other person has been advised of each Provider and its Affiliates and Representatives, collectively, the possibility of such damages. TechCFOs liability for damages hereunder shall in no event exceed the amount of fees paid by Client under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementrelevant services.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT TO THE EXTENT SUPPIER MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY UNDER THIS AGREEMENT OR ANY WILLFUL BREACH OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY, OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, deliveryWHETHER SUCH CLAIM IS BASED ON CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE), whether in contractOR OTHERWISE, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR A BREACH OF THE LICENSE (INCLUDING BUT NOT LIMITED TO ANY APPLICABLE RESTRICTIONS TO THE SAME) IN SECTION 2 BY LICENSEE, the liabilities of each Provider and its Affiliates and RepresentativesBREACH OF SECTION 5 BY EITHER PARTY, collectivelyAND THE PARTIES' INDEMNIFICATION OBLIGATIONS IN SECTION 8.3, under this Agreement for any act or failure to act in connection herewith TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY AND LICENSOR'S LICENSORS AND SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (including the performance or breach of this AgreementWHETHER IN TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY) TO THE OTHER PARTY, OR TO ANY OTHER ENTITY OR PERSON, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF PERFORMANCE, LOST PROSPECTIVE ECONOMIC ADVANTAGE, LOST REVENUE OR PROFITS, OR LOSS OF DATA), or from the saleIRRESPECTIVE OF WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, deliveryEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF THE LICENSE (INCLUDING BUT NOT LIMITED TO ANY APPLICABLE RESTRICTIONS TO THE SAME) IN SECTION 2 BY LICENSEE, provision or use of any Services provided under or contemplated by this AgreementBREACH OF SECTION 5 BY EITHER PARTY, whether in contractAND THE PARTIES' INDEMNIFICATION OBLIGATIONS IN SECTION 8.3, tort EITHER PARTY'S MAXIMUM AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS (including negligence and strict liabilityUS$50); PROVIDED, HOWEVER, THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) or otherwiseLICENSEE OR ANY OTHER ENTITY OR PERSON HAVE ANY CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST SUBLICENSOR'S LICENSORS OR SUPPLIERS IN CONNECTION WITH THIS AGREEMENT, at law or equityAND (B) SUBLICENSOR'S LICENSORS AND SUPPLIERS HAVE ANY LIABILITY (WHETHER EXPRESS, shall not exceed the total aggregate Service Charges (excluding any Reimbursement ChargesIMPLIED, STATUTORY, OR OTHER) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementWHATSOEVER TO LICENSEE OR ANY OTHER ENTITY OR PERSON IN CONNECTION WITH THIS AGREEMENT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the liabilities of each Provider and its Affiliates and RepresentativesAND EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, collectivelyAND BREACH OF THE LICENSE GRANT IN SECTION 2.1 AND SECTION 3.1, under this Agreement for any act or failure to act in connection herewith RESPECTIVELY, IN NO EVENT SHALL A PARTY BE LIABLE UNDER THIS IP AGREEMENT TO THE OTHER PARTY OR TO ANY PARTY CLAIMING THROUGH OR UNDER ANOTHER PARTY, FOR ANY LOST PROFITS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (including the performance or breach of this AgreementINCLUDING STRICT LIABILITY), or from the saleBASED ON A WARRANTY, deliveryOR OTHERWISE, provision or use of any Services provided under or contemplated by this AgreementARISING OUT OF OR IN CONNECTION WITH THIS IP AGREEMENT, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability. Except with respect for amounts payable to liabilities Third Parties by a party for which it seeks reimbursement or indemnification protection from the other party pursuant to Sections 12.1 and 12.2, in no event shall either party, its directors, officers, employees, agents or Affiliates be liable to the other party for any indirect, incidental, special, exemplary or consequential damages, whether based upon a claim or action of contract, warranty, negligence, strict liability or other tort, or otherwise, arising from out of this Agreement, unless such damages are due to the gross negligence or willful misconduct, wilful misconduct of the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach liable party. * Portions of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient document marked with **** have been omitted pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementa request for confidential treatment submitted with the SEC.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY OR INCIDENTAL DAMAGES (including the performance or breach of this Agreement)INCLUDING LOST PROFITS) ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON WARRANTY, or from the saleCONTRACT, deliveryTORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, provision or use of any Services provided under or contemplated by this AgreementEVEN IF SUCH PARTY IS ADVISED OF, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementKNOWS OF OR SHOULD KNOW OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except In no event will BMP or any of its Affiliates be liable to the Company or any of its affiliates for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with respect or arising out of this Agreement, including, without limitation, the services to liabilities arising from be provided by BMP or any of its Affiliates hereunder, or for any act or omission that does not constitute gross negligence or willful misconductmisconduct as determined by a final, non-appealable determination of a court of competent jurisdiction or in excess of the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated fees actually received by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementBMP hereunder.
Appears in 2 contracts
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, the liabilities of each Provider and its Affiliates and RepresentativesEACH PARTY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, collectivelySPECIAL, under this Agreement for any act or failure to act in connection herewith INDIRECT OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, INTERRUPTIONS OF BUSINESS OR OTHER DAMAGES OF ANY KFND OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RESULTING FROM THE MANUFACTURE, HANDLING, MARKETING, SALE, DISTRIBUTION OR USE OF LICENSED PRODUCT OR USE (including the performance or breach of this Agreement)PURSUANT TO OR IN CONNECTION WITH THE RIGHTS GRANTED UNDER THIS AGREEMENT) OF THE LICENSED PATENTS AND CAPTISOL DATA PACKAGE, or from the saleREGARDLESS OF THE FORM OF ACTION, deliveryWHETHER IN CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT, whether in contractSTRICT LIABILITY OR OTHERWISE, tort (including negligence and strict liability) or otherwiseEVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO THE INDEMNIFICATION SPECIFICALLY PROVIDED IN Section 10 ABOVE, at law or equityIN NO EVENT SHALL EITHER PARTYS TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RESULTING FROM THE MANUFACTURE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.HANDLING, MARKETING, SALE, DISTRIBUTION OR USE OF LICENSED PRODUCT OR PROBE STUDY PRODUCT OR USE OF THE LICENSED PATENTS AND CAPTISOL DATA PACKAGE PURSUANT TO OR IN CONNECTION
Limitation of Liability. Except with respect CLIENTs sole and exclusive remedy for breach of this Agreement is limited to liabilities arising from gross negligence those remedies set forth in Article 5, at CLIENTs election, to either replace the non-conforming Drug Product or reimburse CLIENT for the Purchase Price for the non-conforming Drug Product and as provided in Article 6, [] (b) ALTHEAs grossly negligent act or omission or willful misconduct, or (c) any breach by ALTHEA of the liabilities Applicable Legal Requirements. Under no circumstances shall either party be liable hereunder to the other party for the other partys loss of each Provider use or profits or other incidental, indirect, special, punitive, or consequential damages, losses or expenses suffered by the other party, including but not limited to the cost of cover or the cost of a recall (except as provided in Article 6) in connection with, or by reason of the Production and its Affiliates and Representatives, collectively, delivery of Drug Product under this Agreement for any act whether such claims are founded in tort or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement. DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE AFFILIATES (OR IN THE CASE OF MILLER ESTATE, the liabilities of each Provider and its Affiliates and RepresentativesANY RESPONSIBLE MILLER ESTATE GROUP MEMBERS) BE LIABLE FOR SPECIAL, collectivelyEXEMPLARY, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)CONSEQUENTIAL OR PUNITIVE DAMAGES, or from the saleWHETHER IN CONTRACT, deliveryWARRANTY, provision or use of any Services provided under or contemplated by this AgreementTORT, whether in contractSTRICT LIABILITY OR OTHERWISE, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEXCEPT TO THE EXTENT SUCH PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY FROM SUCH DAMAGES CLAIMED BY THIRD PARTIES UNDER THIS ARTICLE 7.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductSUPPLIER AND BIOFORM EACH AGREE THAT NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, the liabilities of each Provider and its Affiliates and RepresentativesCONSEQUENTIAL, collectivelyEXEMPLARY, under this Agreement for any act or failure to act in connection herewith OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR NET PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON CONTRACT, deliveryTORT (INCLUDING NEGLIGENCE), provision or use of any Services provided under or contemplated by this AgreementOR OTHERWISE, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence as otherwise provided by law or willful misconductin Section 4.3, the liabilities a Member shall not personally be liable under any judgment of each Provider and its Affiliates and Representativesa court, collectivelyor in any other manner, under this Agreement for any act debt, obligation or failure to act in connection herewith (including liability of the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this AgreementCompany, whether such liability or obligation arises in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider solely by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach reason of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementbeing a Member.
Limitation of Liability. Except IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE HEREUNDER FOR EXEMPLARY, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES, ARISING DIRECTLY OR INDIRECTLY FROM, INCIDENT TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, REGARDLESS OF SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR DEFECT IN PREMISES, EQUIPMENT OR MATERIAL, AND REGARDLESS OF WHETHER PRE-EXISTING THIS AGREEMENT. This Section shall in no way limit or qualify the Parties indemnification obligations under Section 10.01 with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for Claims made against any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated Party by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to rea non-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementAffiliate third Person.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR BREACH OF AN OBLIGATION UNDER SECTION 4 OR AMOUNTS PAYABLE UNDER SECTION 9 OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT, collectivelyTHE BREACH THEREOF, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)OR THE USE OR INABILITY TO USE THE COVERED MATERIALS, or from the saleUNDER ANY CONTRACT, deliveryNEGLIGENCE, provision or use of any Services provided under or contemplated by this AgreementSTRICT LIABILITY, whether in contractOR OTHER LEGAL OR EQUITABLE THEORY, tort (including negligence and strict liability) or otherwiseFOR ANY SPECIAL, at law or equityINDIRECT, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementINCIDENTAL CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE F DAMAGES, INCLUDING DUE TO LOSS OF GOODWILL OR PROFITS, OR LOST BUSINESS HOWEVER CHARACTERIZED, EACH OF THE FOREGOING WHETHER FORESEEABLE OR NOT. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EACH PARTYS ENTIRE LIABILITY TO THE OTHER PARTY AND ANY OTHER PERSONS WHETHER IN TORT, CONTRACT OR OTHERWISE SHALL NOT EXCEED THE AMOUNTS PAID BY PURCHASER OR THE AFFECTED THIRD PERSON, AS THE CASE MAY BE, FOR THE PARTICULAR COVERED MATERIAL GIVING RISE TO THE CLAIM. This Section 6.02 shall survive any termination of this AgreementNOTHING CONTAINED IN THIS SECTION 10 SHALL LIMIT OR WAIVE A PARTYS RIGHT TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT OR ANY REMEDY OTHER THAN SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNO PARTY NOR ANY STOCKHOLDER, the liabilities of each Provider and its Affiliates and RepresentativesOFFICER, collectivelyDIRECTOR, under this Agreement for any act or failure to act in connection herewith AGENT, OTHER REPRESENTATIVE, OR AFFILIATE THEREOF SHALL BE LIABLE TO ANY OTHER PARTY, ANY STOCKHOLDER, OFFICER, DIRECTOR, AGENT, OTHER REPRESENTATIVE, OR AFFILIATE THEREOF OR ANY OTHER THIRD PERSON FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, OR LOSSES CALCULATED BY REFERENCE TO ANY MULTIPLE OF EARNINGS OR EARNINGS BEFORE INTEREST, TAX, DEPRECIATION OR AMORTIZATION (including the performance or breach of this Agreement)OR ANY OTHER VALUATION METHODOLOGY) WHETHER BASED ON CONTRACT, or from the saleTORT, deliverySTRICT LIABILITY, provision or use of any Services provided under or contemplated by this AgreementOTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM THE OTHER PARTYS SOLE, whether in contractJOINT OR CONCURRENT NEGLIGENCE, tort (including negligence and strict liability) or otherwiseSTRICT LIABILITY OR OTHER FAULT, at law or equityIN EACH CASE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementARISING IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS RELATING TO THE TRANSITION SERVICES, WHETHER LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER FAULT FOR ANY MATTER RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT IF A PARTY IS HELD LIABLE TO A THIRD PARTY FOR ANY OF SUCH DAMAGES AND THE OTHER PARTY IS OBLIGATED TO INDEMNIFY SUCH PARTY FOR THE MATTER THAT GAVE RISE TO SUCH DAMAGES, THEN SUCH INDEMNIFYING PARTY SHALL BE LIABLE FOR, AND OBLIGATED TO REIMBURSE THE OTHER PARTY FOR, THE TOTAL AMOUNT OF SUCH DAMAGES HOWSOEVER CHARACTERIZED.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, the liabilities of each Provider and its Affiliates and RepresentativesNOR SHALL ANY INDEMNIFIED PARTY HAVE THE RIGHT TO RECOVER, collectivelyANY SPECIAL, under this Agreement for any act or failure to act in connection herewith INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), or from the saleWHETHER IN CONTRACT, deliveryWARRANTY, provision or use of any Services provided under or contemplated by this AgreementNEGLIGENCE, whether in contractTORT, tort STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (including negligence and strict liabilityX) or otherwiseTHE MANUFACTURE OR USE OF ANY COMPOUND SUPPLIED HEREUNDER OR (Y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, at law or equityWARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to reEXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFYING PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER OR WITH RESPECT TO DAMAGES ARISING OUT OF OR RELATED TO A PARTY'S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO USE, DISCLOSE, LICENSE, ASSIGN OR OTHERWISE TRANSFER CLINICAL DATA, CONFIDENTIAL INFORMATION, JOINTLY-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementOWNED INVENTIONS AND SAMPLE TESTING RESULTS ONLY FOR THE PERMITTED USE.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT WITH RESPECT TO CLAIMS FOR INDEMNIFICATION UNDER ARTICLE 12 HEREOF AND AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY RELATED AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesIT IS AGREED BY THE PARTIES THAT NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE RELATED AGREEMENTS, deliveryWHETHER SUCH CLAIM IS BASED ON CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE) OR OTHERWISE, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith EXCEPT FOR (including the performance or breach of this AgreementA) BREACH BY EITHER PARTY OF ARTICLE 7 (CONFIDENTIALITY) OR BREACH BY EITHER PARTY OF ARTICLE 8 (INTELLECTUAL PROPERTY), or from the saleOR (B) IN CONNECTION WITH ANY INFRINGEMENT OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY OF A PARTY BY THE OTHER PARTY, deliveryTO THE MAXIMUM EXTENT PERMITTED BY LAW, provision or use of any Services provided under or contemplated by this AgreementIN NO EVENT AND UNDER NO LEGAL THEORY IN TORT (INCLUDING NEGLIGENCE), whether in contractCONTRACT, tort (including negligence and strict liability) or otherwiseOR OTHERWISE, at law or equityINCLUDING ANY EQUITABLE THEORY, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementSHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER, OUT OF, IN RELATION TO, OR IN CONNECTION WITH THIS AGREEMENT OR ANY PROJECT PLAN, OR ITS NEGOTIATION, PERFORMANCE, TERMINATION, OR ANY OTHER MEANS, AND REGARDLESS OF THE FORM OF ACTION UPON WHICH A CLAIM FOR SUCH DAMAGES MAY BE BASED. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTH PARTIES AGREE THAT IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR SPECIAL, the liabilities of each Provider and its Affiliates and RepresentativesINDIRECT, collectivelyINCIDENTAL OR CONSEQUENTIAL DAMAGES, under this Agreement for any act or failure to act in connection herewith WHETHER BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING LOSS OF PROFITS OR REVENUE, SUFFERED BY A PARTY OR ANY OF ITS RESPECTIVE REPRESENTATIVES. EXCEPT (including the performance or breach of this Agreement)i) TO THE EXTENT OF ANY SUCH DAMAGES MUST BE PAID TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, or from the saleOR (ii) IN THE EVENT OF AN INTENTIONAL AND WILFUL BREACH IN BAD FAITH OF ANY REPRESENTATION, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementWARRANTY. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementCOVENANT OR AGREEMENT CONTAINED IN THIS AGREEMENT BY THE OTHER PARTY.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL ANY PARTY HERETO BE LIABLE HEREUNDER FOR EXEMPLARY, the liabilities of each Provider and its Affiliates and RepresentativesPUNITIVE, collectivelySPECIAL OR INCIDENTAL DAMAGES, under this Agreement for any act or failure to act in connection herewith REGARDLESS OF SOLE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR DEFECT IN PREMISES, EQUIPMENT OR MATERIAL, AND REGARDLESS OF WHETHER PRE-EXISTING THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, EXCEPT TO THE EXTENT PAYABLE TO A PERSON THAT IS NOT A PARTY TO THIS AGREEMENT (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liabilityOR AN AFFILIATE THEREOF) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementIN CONNECTION WITH A THIRD PARTY CLAIM.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY FOR, the liabilities of each Provider and its Affiliates and RepresentativesNOR SHALL ANY INDEMNIFIED PARTY HAVE THE RIGHT TO RECOVER, collectivelyANY SPECIAL, under this Agreement for any act or failure to act in connection herewith INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OR ANY PUNITIVE DAMAGES OR ANY LOST PROFIT, LOST SALE OR LOST OPPORTUNITY DAMAGES (including the performance or breach of this AgreementWHETHER SUCH CLAIMED DAMAGES ARE DIRECT OR INDIRECT), or from the saleWHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF (X) THE MANUFACTURE OR USE OF ANY COMPOUND SUPPLIED HEREUNDER OR (Y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, deliveryWARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, provision or use of any Services provided under or contemplated by this AgreementEXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER OR WITH RESPECT TO DAMAGES ARISING OUT OF OR RELATED TO A PARTY'S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO USE, whether in contractDISCLOSURE, tort (including negligence and strict liability) or otherwiseLICENSE, at law or equityASSIGNMENT OR OTHER TRANSFER OF CLINICAL DATA, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to reCONFIDENTIAL INFORMATION, JOINTLY-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementOWNED INVENTIONS AND SAMPLE TESTING RESULTS.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY AFFILIATE THEREOF OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH SUCH PARTY OR ANY OF ITS AFFILIATES FOR LOST PROFITS, the liabilities of each Provider and its Affiliates and RepresentativesLOST REVENUE, collectivelyLOST SAVINGS, under this Agreement for any act or failure to act in connection herewith LOSS OF USE, DAMAGE TO GOODWILL, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (including the performance or breach of this Agreement)WHETHER BREACH OF CONTRACT, or from the saleNEGLIGENCE, deliverySTRICT LIABILITY, provision or use of any Services provided under or contemplated by this AgreementOR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, whether in contractARISING UNDER ANY CAUSE OF ACTION AND ARISING IN ANY WAY OUT OF THIS AGREEMENT, tort PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE FOREGOING LIMITATION WILL NOT LIMIT EITHER PARTYS (including negligence and strict liabilityA) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges INDEMNIFICATION OBLIGATIONS FOR CLAIMS OR LOSSES UNDER ARTICLE 10.01 OR 10.02 OR (excluding any Reimbursement ChargesB) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementLIABILITY FOR PATENT INFRINGEMENT OR ANY BREACH OF ARTICLE VIII OR SECTION 11.10 OR 11.14.
Limitation of Liability. Except Neither Party, nor any Onxeo Indemnified Party, nor any Monopar Indemnified Party, nor their respective directors, officers, employees and agents shall have any liability under or in connection with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act whether under statute or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liabilitybut not limited to negligence), contract or otherwise in respect of: (i) any consequential or otherwiseindirect loss; and/or (ii) any loss of goodwill, at law profit, opportunity or equitycontract, shall not exceed in either case even if advised in advance of the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to possibility of such Provider by the Recipient pursuant to this Agreementlosses. The foregoing limitations on liability However, nothing in this Section 6.02 Agreement shall be construed as excluding or limiting the liability of any person for any liability which cannot apply to any breach of Section 8.03 and shall not limit any obligation to re-perform be limited or excluded by law, such as set forth in Section 6.03for personal injury or death. This Section 6.02 6.2 in no way shall survive any termination be construed to limit the liability of one Party to the other Party for milestones and royalties payable under the terms of this Agreement.
Limitation of Liability. Except Notwithstanding any provision of this Article XI to the contrary, an Indemnified Party shall not be entitled to indemnification with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance inaccuracy or breach of any representation or warranty made in this Agreement (i) unless the Damages sustained, suffered or incurred for which the Indemnifying Party would be liable by reason of any single breach or series of related breaches exceeds an amount equal to $25,000 (the "Threshold Amount"), in which event the Indemnified Party shall be entitled to recover the amount of all Damages in excess of the Threshold Amount, subject to indemnification with respect to any inaccuracy or breach of any representation or warranty made in this Agreement. Notwithstanding any other provision of this Article XI to the contrary, the aggregate maximum liability of the Licensor for any inaccuracy of any representation or warranty made in this Agreement and for any losses that may become due under, and for any matters arising out of or in connection with, any one or more of this Agreement and/or Ancillary Agreements, and howsoever arising whether in respect of termination of the Agreement or any and/or all of the Ancillary Agreements shall not exceed, in the aggregate, an amount equal to $1,000,000 (the "Cap"). Nothing herein shall be deemed to limit or restrict in any manner any rights or remedies that (i) any party has, or from the salemight have, deliveryat Law, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) equity or otherwise, against any other Person, based on fraud, or (ii) any party has, or might have, at law Law, in equity or equityotherwise, shall not exceed the total aggregate Service Charges (excluding against any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations other party based on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination a covenant of this Agreementthe Development Agreement (the "Excluded Claims").
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY SHALL BE LIABLE TO THE OTHER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, collectivelyWHETHER UNDER ANY CONTRACT, under this Agreement for any act or failure to act in connection herewith NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE, OR CONSEQUENTIAL DAMAGES PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort i) A PARTYS INDEMNIFICATION OBLIGATIONS HEREUNDER AND (including negligence and strict liabilityii) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementSHALL NOT APPLY TO ANY BREACH BY EITHER PARTY OF SECTION 2.5 OR ARTICLE 11 HEREOF.
Appears in 1 contract License Agreement (Zai Lab Ltd),
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, the liabilities of each Provider and its Affiliates and RepresentativesCOLLATERAL, collectivelySPECIAL, under this Agreement for any act or failure to act in connection herewith PUNITIVE, TREBLE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (including the performance or breach of this AgreementINCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR GOODWILL), or from the saleREGARDLESS IF SUCH CLAIM IS BASED ON CONTRACT, deliveryNEGLIGENCE, provision or use of any Services provided under or contemplated by this AgreementTORT, whether in contractWARRANTY OR ANY OTHER BASIS UNDER, tort AS A RESULT OF, OR ASSOCIATED WITH THIS AGREEMENT OR EITHER PARTY'S PERFORMANCE UNDER THIS AGREEMENT. EACH PARTY'S RESPECTIVE TOTAL LIABILITY FOR ANY CLAIMS ALLEGED IN ANY PERIOD (including negligence and strict liabilityIN AGGREGATE) or otherwiseARISING UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO AND SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID OR PAYABLE (A) AS SET FORTH IN A BINDING ORDER FOR THAT PERIOD BY FEDERAL FOR THE PRODUCTS PURCHASED OR ORDERED PURSUANT TO THIS AGREEMENT, at law or equityOR (B) OR SHOULD BE PAYABLE HAD A MINIMUM ORDER COMMITMENT BEEN SATISFIED, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementWHICHEVER IS GREATER. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementTHE FOREGOING DISCLAIMERS OF LIABILITY AND LIMITATIONS ON LIABILITY WILL NOT APPLY TO ANY INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT OR DAMAGES ASSOCIATED WITH A BREACH OF INTELLECTUAL PROPERTY RIGHTS.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, the liabilities of each Provider and its Affiliates and RepresentativesSPECIAL, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY OR CONSEQUENTIAL DAMAGES (including the performance or breach of this AgreementINCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR EXPECTED SAVINGS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, EXCEPT WITH RESPECT TO LICENSEE'S INDEMNITY OBLIGATIONS UNDER SECTION 8.1. TSRI'S AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES OR OTHER RELIEF OF ANY KIND RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO TSRI UNDER THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.OR
Appears in 1 contract License Agreement (ChromaDex Corp.),
Limitation of Liability. Except with respect In no event shall a Party be liable to liabilities arising from gross negligence any other Party for any indirect, incidental, special, punitive or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under consequential damages in any way related to this Agreement for any act or failure to act in connection herewith (including the performance or breach non-performance of this Agreement), or from the sale, delivery, provision or use under any theory of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall including but not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementlimited to, contract, tort or strict liability.
Limitation of Liability. Except with respect NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF CLASSIFIED AS DIRECT DAMAGES) IN CONNECTION WITH THIS AGREEMENT, ANY LICENSE GRANTED HEREUNDER, OR TERMINATION THEREOF, INCLUDING THE LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES, OR ON ACCOUNT OF EXPENSES, INVESTMENTS, OR COMMITMENTS IN CONNECTION WITH THE BUSINESS OR GOODWILL FROM EITHER PARTY; provided, however, that this Section 9.3 shall not be construed to liabilities arising from gross negligence limit either party's indemnification obligations under Article 8 or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement limit either party's liability for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether confidentiality provisions in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementArticle 6.
Limitation of Liability. Except Auctioneers maximum liability for the breach of any obligation in connection with respect to liabilities arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement or the Auction, and for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use and all damages of any Services provided under type or contemplated by this Agreement, nature (whether in contract, tort (including negligence and strict liability) or otherwise, at law ) sustained or equityclaimed by Seller or any other person or entity in connection with this Agreement or the Auction, shall not exceed be limited to the total aggregate Service Charges (excluding any Reimbursement Charges) amounts actually paid to such Provider received by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform Auctioneer as set forth in Section 6.03. This Section 6.02 shall survive any termination of compensation under this Agreement.
Limitation of Liability. Except with respect In no event shall either Party or their respective Affiliates be liable to liabilities arising from gross negligence the other Party or willful misconduct, the liabilities of each Provider and its Affiliates and Representativesfor special, collectivelypunitive, under this Agreement indirect, incidental, exemplary or consequential loss or damage, or for lost profits, based on a contract, tort, or any act or failure to act in connection herewith (including the performance or other legal theory, arising out any breach of this Agreement), Agreement or from otherwise relating to the sale, delivery, provision or use subject matter of any Services provided under or contemplated by this Agreement, whether except as may be specifically and expressly stated in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconduct, for the liabilities of each Provider Confidentiality and its Affiliates and Representatives, collectively, Indemnification obligations under this Agreement and for claims based upon infringement or misappropriation of TeleTechs Intellectual Property, either Partys maximum liability under this Agreement shall be limited to direct actual damages not to exceed the actual License Fees paid to TeleTech under this Agreement during the immediately preceding twelve (12) month period from the date the claim in question first arose. except for the confidentiality and indemnification obligations under this agreement, In no event shall TeleTech or Aspen, any parent, subsidiary, or affiliate, or any of their officers, directors, employees or representatives, be liable to any third party for damages of any kind or nature or in any manner whatsoever, or for any act consequential, indirect, exemplary, incidental, Punitive or failure to act special damages or costs (including attorneys fees) regarding this Agreement or resulting from or in connection herewith (including with the performance or breach of this Agreement)use, misuse, or from inability to use the saleSoftware, delivery, provision even if TeleTech or use Aspen has been advised of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementpossibility thereof.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT WITH RESPECT TO CLAIMS FOR INDEMNIFICATION UNDER ARTICLE 11 HEREOF AND AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesIT IS AGREED BY THE PARTIES THAT NO PARTY SHALL BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, deliveryWHETHER SUCH CLAIM IS BASED ON CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE) OR OTHERWISE, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liabilityOR PAYABLE) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementBY LICENSEE UNDER THIS AGREEMENT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR BREACH OF AN OBLIGATION UNDER SECTION 4 OR AMOUNTS PAYABLE UNDER SECTION 9 OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT, collectivelyTHE BREACH THEREOF, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)OR THE USE OR INABILITY TO USE THE COVERED MATERIALS, or from the saleUNDER ANY CONTRACT, deliveryNEGLIGENCE, provision or use of any Services provided under or contemplated by this AgreementSTRICT LIABILITY, whether in contractOR OTHER LEGAL OR EQUITABLE THEORY, tort (including negligence and strict liability) or otherwiseFOR ANY SPECIAL, at law or equityINDIRECT, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementINCIDENTAL CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES, INCLUDING DUE TO LOSS OF GOODWILL OR PROFITS, OR LOST BUSINESS HOWEVER CHARACTERIZED, EACH OF THE FOREGOING WHETHER FORESEEABLE OR NOT. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EACH PARTYS ENTIRE LIABILITY TO THE OTHER PARTY AND ANY OTHER PERSONS WHETHER IN TORT, CONTRACT OR OTHERWISE SHALL NOT EXCEED THE AMOUNTS PAID BY PURCHASER OR THE AFFECTED THIRD PERSON, AS THE CASE MAY BE, FOR THE PARTICULAR COVERED MATERIAL GIVING RISE TO THE CLAIM. This Section 6.02 shall survive any termination of this AgreementNOTHING CONTAINED IN THIS SECTION 10 SHALL LIMIT OR WAIVE A PARTYS RIGHT TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT OR ANY REMEDY OTHER THAN SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY RESPECT FOR ANY INDIRECT, the liabilities of each Provider and its Affiliates and RepresentativesSPECIAL, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)CONSEQUENTIAL, or from the saleEXEMPLARY, deliveryRELIANCE OR PUNITIVE DAMAGES, provision or use of any Services provided under or contemplated by this AgreementWHETHER IN TORT, whether in contractCONTRACT OR PRODUCT LIABILITY, tort (including negligence and strict liability) or otherwiseNOR SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, at law or equityREVENUE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementDATA, GOODWILL, BUSINESS OPPORTUNITIES OR ANY OTHER COMMERCIAL DAMAGE OF ANY KIND OR NATURE WHATSOEVER. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03EXCEPT WITH REGARD TO ANY LIABILITY THAT RESULTS FROM INTENTIONAL MISCONDUCT BY A PARTY OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO ANY TELEPHONES, NEW TELEPHONES OR SERVICES PROVIDED HEREUNDER EXCEED THE AGGREGATE AMOUNT PAYABLE UNDER THE TERMS OF THIS AGREEMENT RELATING TO THE SPECIFIC ACCOUNTS GIVING RISE TO ANY CLAIM, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. This Section 6.02 shall survive any termination of this AgreementIN THE EVENT THAT EITHER PARTY PROVES THAT A FRIVOLOUS LAWSUIT HAS BEEN INITIATED, THEN SUBJECT TO THE RULING OF AN ARBITRATOR, RULE 11 MAY APPLY.
Appears in 1 contract
Limitation of Liability. Except In no event will BMP or any Indemnified Party be liable to the Company or any of its affiliates (i) for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), related to, arising out of or in connection with the Transactions, the Services or other services contemplated by this Agreement or the engagement of BMP pursuant to, and the performance by BMP of the Services or other services contemplated by, this Agreement, or otherwise as a result of engaging in Competing Activities, that the Company may have, or may claim to have, on or after the date hereof, except with respect to liabilities arising from any act or omission that constitutes gross negligence or willful misconductmisconduct as determined by a final, non-appealable determination of a court of competent jurisdiction or (ii) for an amount in excess of the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated fees actually received by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementBMP hereunder.
Appears in 1 contract
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, the liabilities of each Provider PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A MISUSE OF UTECH'S INTELLECTUAL PROPERTY BY CUSTOMER, INCLUDING BUT NOT LIMITED TO A MISUSE OF UTECH'S INTELLECTUAL PROPERTIES IN CONNECTION WITH VIOLATIONS OF SECTION 2, OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4 BY A PARTY OR ITS AFFILIATES, EACH PARTY AND THEIR RESPECTIVE AFFILIATES' TOTAL LIABILITY TO ONE ANOTHER UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT OF THE FEES PAID OR PAYABLE TO UTECH BY CUSTOMER. 10.General Provisions. 10.1Assignment. Neither party may assign its rights and its Affiliates and Representatives, collectively, obligations under this Agreement, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, that this Agreement for any act may be assigned by either party (a) to an entity that acquires all or failure to act in connection herewith substantially all of the assets or stock of the party (including the performance or breach of this Agreementan "M&A Event"), or from the sale(b) to an Affiliate of such party. The parties hereby acknowledge and agree that it shall be reasonable for UTECH to withhold its consent if CUSTOMER's M&A Event is to occur with a company whose primary business is competitive with UTECH, delivery, provision or use of any Services provided under or contemplated by if CUSTOMER's Affiliate is a company whose primary business is competitive with UTECH. Any attempt to assign this Agreement, whether in contractwithout such consent, tort (including negligence will be null and strict liability) or otherwiseof no effect. Subject to the foregoing, at law or equity, shall not exceed this Agreement will bind and inure to the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach benefit of Section 8.03 each party's successors and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementpermitted assigns.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME, the liabilities of each Provider and its Affiliates and RepresentativesOR FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith INDIRECT, EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (including the performance or breach of this Agreement)INCLUDING NEGLIGENCE) OR OTHERWISE, or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT IN CONNECTION WITH A PARTY'S WILFUL MISCONDUCT, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND LOSS OF GOODWILL, ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT (including the performance or breach of this AgreementOR ANY DUTY OF COMMON LAW, AND WHETHER OR NOT OCCASIONED BY THE NEGLIGENCE OF A PARTY OR ITS AFFILIATES), or from the saleREGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT NOTHING IN THIS SECTION IS INTENDED TO, deliveryOR DOES, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort LIMIT (including negligence and strict liabilityA) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges THE INDEMNIFICATION OR CONFIDENTIALITY RIGHTS OR OBLIGATIONS OF EITHER PARTY SET FORTH HEREIN OR (excluding any Reimbursement ChargesB) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEITHER PARTY'S RIGHT TO CLAIM DIRECT DAMAGES FROM THE OTHER PARTY.
Limitation of Liability. Except In no event will BMP or any of its Affiliates or any of their respective Representatives be liable to the Company or any of its subsidiaries for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with respect or arising out of this Agreement or the Current Transaction and Monitoring Fee Agreement (including, in each case, prior to liabilities arising from the Effective Time), including, without limitation, the services to be provided by BMP or any of its Affiliates or any of their respective Representatives hereunder or which have been provided by such Persons under the Current Transaction and Monitoring Fee Agreement, or for any act or omission that does not constitute gross negligence or willful misconductmisconduct as determined by a final, non-appealable determination of a court of competent jurisdiction or in excess of the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated fees actually received by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementBMP hereunder.
Appears in 1 contract
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR A BREACH OF THE LICENSE (INCLUDING BUT NOT LIMITED TO ANY APPLICABLE RESTRICTIONS TO THE SAME) IN SECTION 3 BY LICENSEE, the liabilities of each Provider and its Affiliates and RepresentativesBREACH OF SECTION 6 BY EITHER PARTY, collectivelyAND THE PARTIES' INDEMNIFICATION OBLIGATIONS IN SECTION 9.3, under this Agreement for any act or failure to act in connection herewith TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY AND LICENSOR'S LICENSORS AND SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (including the performance or breach of this AgreementWHETHER IN TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY) TO THE OTHER PARTY, OR TO ANY OTHER ENTITY OR PERSON, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE OR NONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOSS OF PERFORMANCE, LOST PROSPECTIVE ECONOMIC ADVANTAGE, LOST REVENUE OR PROFITS, OR LOSS OF DATA), or from the saleIRRESPECTIVE OF WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, deliveryEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF THE LICENSE (INCLUDING BUT NOT LIMITED TO ANY APPLICABLE RESTRICTIONS TO THE SAME) IN SECTION 3 BY LICENSEE, provision or use of any Services provided under or contemplated by this AgreementBREACH OF SECTION 6 BY EITHER PARTY, whether in contractAND THE PARTIES' INDEMNIFICATION OBLIGATIONS IN SECTION 9.3, tort EITHER PARTY'S MAXIMUM AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS (including negligence and strict liabilityUS$50); PROVIDED, HOWEVER, THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL (A) or otherwiseLICENSEE OR ANY OTHER ENTITY OR PERSON HAVE ANY CLAIMS OR CAUSES OF ACTION OF ANY KIND AGAINST SUBLICENSOR'S LICENSORS OR SUPPLIERS IN CONNECTION WITH THIS AGREEMENT, at law or equityAND (B) SUBLICENSOR'S LICENSORS AND SUPPLIERS HAVE ANY LIABILITY (WHETHER EXPRESS, shall not exceed the total aggregate Service Charges (excluding any Reimbursement ChargesIMPLIED, STATUTORY, OR OTHER) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementWHATSOEVER TO LICENSEE OR ANY OTHER ENTITY OR PERSON IN CONNECTION WITH THIS AGREEMENT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT TO THE EXTENT A CLAIM ARISES FROM THE WILLFUL MISCONDUCT OF A PARTY AGAINST WHOM THE OTHER PARTY MAKES A CLAIM, the liabilities of each Provider and its Affiliates and RepresentativesNOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, collectivelyNEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, under this Agreement for any act or failure to act in connection herewith NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (including the performance or breach of this Agreement)A) INCIDENTAL, or from the saleINDIRECT, deliverySPECIAL OR CONSEQUENTIAL DAMAGES, provision or use of any Services provided under or contemplated by this Agreement(B) LOST PROFITS OR LOST BUSINESS OR (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, whether in contractTECHNOLOGY, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementINTELLECTUAL PROPERTY OR SERVICES; EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANY OTHER THIRD PARTY) FOR ANY CONSEQUENTIAL, the liabilities of each Provider and its Affiliates and RepresentativesEXEMPLARY, collectivelyPUNITIVE, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)INCIDENTAL, or from the saleINDIRECT OR SPECIAL DAMAGES OR COSTS HOWSOEVER ARISING OUT OF OR RELATED TO THE LICENSED PRODUCT, deliverySERVICES, provision or use of any Services provided under or contemplated by this AgreementOR THIS AGREEMENT, whether in contractUNDER ANY THEORY OF LIABILITY, tort (including negligence and strict liability) or otherwiseWHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. EXCEPT FOR A BREACH OF SECTION 5, at law or equityEACH PARTYS AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED FEES PAID BY WPT TO CYBERARTS AND FREE FROM ALL CONTINGENCIES, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementIN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY CLAIM.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductULURU'S LIABILITY, the liabilities of each Provider and its Affiliates and RepresentativesAND THE EXCLUSIVE REMEDY, collectivelyIN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS (WHETHER BASED ON CONTRACT, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this AgreementNEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY), or from the saleSHALL BE STRICTLY LIMITED TO ULURU'S OBLIGATIONS AND MEDA'S RIGHTS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS AGREEMENT. IN NO EVENT WHATSOEVER SHALL EITHER PARTY HAVE ANY LIABILITY, deliveryOBLIGATION OR RESPONSIBILITY TO THE OTHER PARTY OR SUCH OTHER PARTY'S AFFILIATES FOR ANY INDIRECT, provision or use of any Services provided under or contemplated by this AgreementINCIDENTAL, whether in contractCONSEQUENTIAL, tort (including negligence and strict liability) or otherwiseSPECIAL, at law or equityPUNITIVE OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCTS OR ITS PURCHASE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementSALE, USE OR INABILITY TO USE.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductACCESS' LIABILITY, the liabilities of each Provider and its Affiliates and RepresentativesAND THE EXCLUSIVE REMEDY, collectivelyIN CONNECTION WITH THE SALE OR USE OF THE PRODUCT (WHETHER BASED ON CONTRACT, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this AgreementNEGLIGENCE, BREACH OF WARRANTY. STRICT LIABILITY OR ANY OTHER LEGAL THEORY), or from the saleSHALL BE STRICTLY LIMITED TO ACCESS' OBLIGATIONS AND DISCUS' RIGHTS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS AGREEMENT. EXCEPT WITH RESPECT TO CLAIMS OR LIABILITY TO THIRD PARTIES, deliveryIN NO EVENT WHATSOEVER SHALL EITHER PARTY HAVE ANY LIABILITY, provision or use of any Services provided under or contemplated by this AgreementOBLIGATION OR RESPONSIBILITY TO THE OTHER PARTY OR SUCH OTHER PARTY'S AFFILIATES FOR ANY INDIRECT, whether in contractINCIDENTAL. CONSEQUENTIAL, tort (including negligence and strict liability) or otherwiseSPECIAL, at law or equityPUNITIVE OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH ANY PRODUCT OR ITS PURCHASE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementSALE, USE OR INAJ31LITY TO USE.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT SHALL ANY PARTY BE LIABLE TO ANOTHER FOR ANY INDIRECT, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY ANY PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ANOTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S LIABILITY FOR DAMAGES HERE]UNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liabilityOR PAYABLE) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementBY QUEST UNDER THIS AGREEMENT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY RESPECT FOR ANY INDIRECT, the liabilities of each Provider and its Affiliates and RepresentativesSPECIAL, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)CONSEQUENTIAL, or from the saleEXEMPLARY, deliveryRELIANCE OR PUNITIVE DAMAGES, provision or use of any Services provided under or contemplated by this AgreementWHETHER IN TORT, whether in contractCONTRACT OR PRODUCT LIABILITY, tort (including negligence and strict liability) or otherwiseNOR SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, at law or equityREVENUE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementDATA, GOODWILL, BUSINESS OPPORTUNITIES OR ANY OTHER COMMERCIAL DAMAGE OF ANY KIND OR NATURE WHATSOEVER. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03EXCEPT WITH REGARD TO ANY LIABILITY THAT RESULTS FROM INTENTIONAL MISCONDUCT BY A PARTY, INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO ANY TELEPHONES OR SERVICES PROVIDED HEREUNDER EXCEED THE AGGREGATE AMOUNT PAYABLE UNDER THE TERMS OF THIS AGREEMENT RELATING TO THE SPECIFIC ACCOUNTS GIVING RISE TO ANY CLAIM, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. This Section 6.02 shall survive any termination of this AgreementIN THE EVENT THAT EITHER PARTY PROVES THAT A FRIVOLOUS LAW SUIT HAS BEEN INITIATED, THEN SUBJECT TO THE RULING OF AN ARBITRATOR, RULE 11 MAY APPLY.
Appears in 1 contract
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR FRAUD, the liabilities of each Provider and its Affiliates and RepresentativesGROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, collectivelyIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OF ITS AFFILIATES FOR ANY CONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES (including the performance or breach of this Agreement)INCLUDING LOST PROFITS, or from the saleBUSINESS OR GOODWILL) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES, deliveryWHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, provision or use of any Services provided under or contemplated by this AgreementWARRANTY, whether in contractNEGLIGENCE, tort (including negligence and strict liability) or otherwiseSTRICT LIABILITY OR OTHER TORT, at law or equityOR OTHERWISE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementARISING OUT OF THIS AGREEMENT. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03THE FOREGOING SENTENCE SHALL NOT LIMIT THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY AN INDEMNIFIED PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER THIS ARTICLE 15. This Section 6.02 shall survive any termination of this Agreement.[] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
Limitation of Liability. Except In no event will BMP or any of its Affiliates be liable to the Company or any of its affiliates for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with respect or arising out of this Agreement or the Current Transaction and Advisory Fee Agreement (including, in each case, prior to liabilities arising from the Closing), including, without limitation, the services to be provided by BMP or any of its Affiliates hereunder or which have been provided by such Persons under the Current Transaction and Advisory Fee Agreement (including, in each case, prior to the Closing), or for any act or omission that does not constitute gross negligence or willful misconductmisconduct as determined by a final, non-appealable determination of a court of competent jurisdiction or in excess of the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated fees actually received by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementBMP hereunder.
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Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR (A) ANY DAMAGES SUFFERED BY A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM OR ACTION FOR WHICH EITHER PARTY HAS AN INDEMNIFICATION OBLIGATION TO THE OTHER AS SET FORTH IN SECTION 10.1 OR SECTION 10.2, the liabilities of each Provider and its Affiliates and RepresentativesAS APPLICABLE, collectively(B) ANY DAMAGES RESULTING FROM ANY BREACH OF A PARTYS CONFIDENTIALITY OBLIGATIONS SET FORTH IN ARTICLE 7 AND/OR (C) CLAIMS ARISING OUT OF A PARTYS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, or from the saleINCIDENTAL, deliverySPECIAL, provision or use of any Services provided under or contemplated by this AgreementPUNITIVE, whether in contractEXEMPLARY OR CONSEQUENTIAL DAMAGES, tort (including negligence and strict liability) or otherwiseINCLUDING BUT NOT LIMITED TO LOST PROFIT, at law or equityDAMAGE TO REPUTATION, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementLOST OPPORTUNITY DAMAGES, ETC., IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR A BREACH OF SECTION 8.2(b), 9.4, 8.4(b), 9.5 OR 12.1 OR AS SPECIFICALLY PROVIDED IN SECTION 15.1, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT. For clarification, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, foregoing sentence shall not exceed be interpreted to limit or to expand the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by express rights specifically granted in the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination sections of this Agreement.
Limitation of Liability. Except with respect In the event of either Party's failure to liabilities arising from gross negligence or willful misconductrender agreed services, the liabilities aggrieved Party's sole remedy is to cancel this agreement and obtain substitute services , thus , in such case the aggrieved Party waives the remedy of each Provider and its Affiliates and Representatives, collectively, under this Agreement specific performance. In no event shall either Party be liable to the other Party for any act loss or failure injuries to act in connection herewith (including the performance or breach of this Agreement)earnings, profits, or from the salegoodwill, deliveryor for any incidental, provision special, punitive, or use consequential damages of any Services provided under person or contemplated by this Agreement, entity whether arising in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed even if either Party has been advised of the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to possibility of such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementdamages.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT TO THE EXTENT SUCH PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY UNDER ARTICLE 7 ABOVE OR IN THE CASE OF WILLFUL BREACH OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY, OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, deliveryWHETHER SUCH CLAIM IS BASED ON CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE), whether in contractOR OTHERWISE, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT AS PROVIDED IN THE THIRD PARAGRAPH OF THIS SECTION 6, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY UNDER ANY CONTRACT, collectivelySTRICT LIABILITY, under this Agreement for any act or failure to act in connection herewith NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES OR LOST PROFITS OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, HOWEVER CAUSED, IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. INJURY TO A THIRD PARTY BY USE OF THE PRODUCTS ALONE, OR IN CONJUNCTION WITH THE BMTI PRODUCTS, SHALL NOT BE DEEMED INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES HEREUNDER. EXCEPT AS PROVIDED IN THE THIRD PARAGRAPH OF THIS SECTION 6, INTEGRA'S LIABILITY IN THE AGGREGATE UNDER AND WITH RESPECT TO THIS AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND ANY INTEGRA PRODUCTS OR OTHER ITEMS FURNISHED UNDER THIS AGREEMENT (including the performance or breach of this Agreement)WHETHER IN TORT, or from the saleCONTRACT OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, deliveryNEGLIGENCE, provision or use of any Services provided under or contemplated by this AgreementWHETHER ACTIVE, whether in contractPASSIVE OR IMPUTED, tort (including negligence and strict liabilityPRODUCT LIABILITY, OR STRICT LIABILITY OF INTEGRA) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementSHALL IN NO EVENT EXCEED THE CONSIDERATION PAID TO INTEGRA FOR THE INTEGRA PRODUCTS IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY ARISES.
Limitation of Liability. Except with respect to liabilities IN NO EVENT SHALL THE SUPPLIER OR ANY AFFILIATE OR SUBCONTRACTOR OF THE SUPPLIER OR INTENTIA OR ANY AFFILIATE OR SUBCONTRATOR OF INTENTIA, BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF ITS NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN NO EVENT SHALL THE SUPPLIERS OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS OR INTENTIAS OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS CUMULATIVE LIABILITY HEREUNDER EXCEED ***. The parties agree that no action, regardless of form, arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith hereunder may be brought by either party after one (including the performance or breach of this Agreement), or 1) year from the sale, delivery, provision or use date the damaged party received information of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach cause of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementaction.
Appears in 1 contract
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10, the liabilities of each Provider and its Affiliates and RepresentativesEACH PARTY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, collectivelySPECIAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)INDIRECT OR CONSEQUENTIAL DAMAGES, or from the saleEXPENSES, deliveryLOST PROFITS, provision or use of any Services provided under or contemplated by this AgreementLOST SAVINGS, whether in contractINTERRUPTIONS OF BUSINESS OR OTHER DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RESULTING FROM THE MANUFACTURE, tort (including negligence and strict liability) or otherwiseHANDLING, at law or equityMARKETING, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementSALE, DISTRIBUTION OR USE OF LICENSED PRODUCTS OR THE LICENSED INTELLECTUAL PROPERTY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to reEACH PARTY SHALL HAVE NO REMEDY, AND EACH PARTY SHALL HAVE NO LIABILITY, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE SUPPLY AGREEMENT. EXCEPT WITH RESPECT TO THE INDEMNIFICATION SPECIFICALLY PROVIDED IN SECTION 10, A BREACH OF SECTION 2.7 OR CLAIMS FOR NON-perform as set forth in Section 6.03PAYMENT OF MILESTONES OR ROYALTIES DUE HEREUNDER, [***]. This Section 6.02 shall survive any termination of this AgreementNO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY [***].
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductULURU'S LIABILITY, the liabilities of each Provider and its Affiliates and RepresentativesAND THE EXCLUSIVE REMEDY, collectivelyIN CONNECTION WITH THE SALE OR USE OF THE PRODUCT (WHETHER BASED ON CONTRACT, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this AgreementNEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY), or from the saleSHALL BE STRICTLY LIMITED TO ULURU'S OBLIGATIONS AND DEXO'S RIGHTS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS AGREEMENT. IN NO EVENT WHATSOEVER SHALL EITHER PARTY HAVE ANY LIABILITY, deliveryOBLIGATION OR RESPONSIBILITY TO THE OTHER PARTY OR SUCH OTHER PARTY'S AFFILIATES FOR ANY INDIRECT, provision or use of any Services provided under or contemplated by this AgreementINCIDENTAL, whether in contractCONSEQUENTIAL, tort (including negligence and strict liability) or otherwiseSPECIAL, at law or equityPUNITIVE OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH PRODUCT OR ITS PURCHASE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementSALE, USE OR INABILITY TO USE.
Appears in 1 contract Supply Agreement (Uluru Inc.),
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, the liabilities of each Provider and its Affiliates and RepresentativesINDIRECT, collectivelyINCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, under this Agreement for any act or failure to act in connection herewith DATA OR PROFITS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTYS LIABILITY TO THE OTHER PARTY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE SLA IN THE AGGREGATE EXCEED (including the performance or breach of this Agreement***), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT WITH RESPECT TO A CLAIM MADE BY A THIRD PARTY, the liabilities of each Provider and its Affiliates and RepresentativesFRAUD OR CRIMINAL ACTS, collectivelyNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CLAIMS FOR CONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith INCIDENTAL, PUNITIVE, BUSINESS INTERRUPTION, EXEMPLARY OR INDIRECT DAMAGES, ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT OR ACTIVITIES CONDUCTED HEREUNDER, WHETHER ARISING UNDER STATUTE, IN TORT, OR IN CONTRACT, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS. UNDER NO CIRCUMSTANCES WILL SUPPLIERS LIABILITY IN CONNECTION WITH THE PRODUCTS AND SERVICES PROVIDED HEREUNDER (including the performance or breach of this Agreement)INCLUDING, or from the saleWITHOUT LIMITATION, deliveryPURSUANT TO SECTION 8.5, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liabilityABOVE) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEXCEED THE TOTAL AMOUNTS PAID OR TO BE PAID UNDER THE SPECIFIC PURCHASE ORDER TO WHICH THE CLAIM RELATES.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNO PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, the liabilities of each Provider and its Affiliates and RepresentativesCONSEQUENTIAL, collectively, under this Agreement for any act or failure to act in connection herewith EXEMPLARY OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, deliveryWHETHER SUCH CLAIM IS BASED ON CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE) OR OTHERWISE, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT TO THE EXTENT CAUSED BY A PARTY'S OR ANY OF ITS AFFILIATES' WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES WILL BE LIABLE FOR SPECIAL, collectivelyINDIRECT, under this Agreement for any act or failure to act in connection herewith INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (including the performance or breach of this Agreement)a) THE DEVELOPMENT, or from the saleMANUFACTURE, deliveryUSE OR SALE OF THE INGREDIENTS UNDER THIS AGREEMENT, provision or use of any Services provided under or contemplated by this Agreement(b) THE USE OF OR REFERENCE TO THE EITHER PARTY'S BACKGROUND INTELLECTUAL PROPERTY, whether in contractFIRMENICH NON-PROJECT INTELLECTUAL PROPERTY, tort OR COLLABORATION INTELLECTUAL PROPERTY, OR (including negligence and strict liabilityc) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementTHE LIMITATIONS IN THIS SECTION 19 WILL NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL ANY PARTY HERETO BE LIABLE FOR ANY LOST REVENUE, the liabilities of each Provider and its Affiliates and RepresentativesLOST PROFITS, collectivelyDAMAGE TO REPUTATION, under this Agreement for any act or failure to act in connection herewith BUSINESS INTERRUPTION, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY SIMILAR TYPE OF DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE USE OR THE INABILITY TO USE THE LICENSED INTELLECTUAL PROPERTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE FOREGOING LIMITATION ON LIABILITY WILL NOT APPLY TO (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort A) A KNOWING AND INTENTIONAL BREACH OF SECTION 5 (including negligence and strict liabilityCONFIDENTIALITY) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges BY A LICENSEE OR ITS AGENTS OR (excluding any Reimbursement ChargesB) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementA PARTYS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Appears in 1 contract License Agreement (InfraREIT, Inc.),
Limitation of Liability. Except In no event will the Manager, its Manager Designees or any of its related Indemnitees be liable to the Company or any of its affiliates for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third party claims (whether based in contract, tort or otherwise), relating to, in connection with respect or directly or indirectly arising out of this Agreement, before or after termination of this Agreement, including, without limitation, the services to liabilities arising from be provided by the Manager or the Manager Designees hereunder, or for any act or omission that does not constitute gross negligence or willful misconduct, misconduct of the liabilities Manager or its Manager Designees or in excess of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider fees received by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementManager or Manager Designee hereunder.
Limitation of Liability. Except with respect To the fullest extent permitted by applicable law, no party shall assert, and each Party hereby waives, any claim against any other Party on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to liabilities direct or actual damages) arising from gross negligence or willful misconductout of, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance with execution or breach of this Agreement)termination or, or from the saleas a result of, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contractthe Term Sheets, tort (including negligence and strict liability) the Restructuring Transaction, the Credit Bid, the Asset Purchase Agreement, the 363 Sale, the Definitive Documents or otherwiseany other document, at law agreement or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementinstrument contemplated herein or therewith.
Limitation of Liability. Except with To the fullest extent permitted by law, no claim may be made by one party (Party X) against the other party (Party Y) or any affiliate, director, officer, employee, attorney or agent of Party Y for any special, indirect, consequential or punitive damages in respect to liabilities of any claim arising from gross negligence or willful misconduct, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure relating to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, any Credit Support Document or any Transaction or any statement, course of conduct, act, omission or event in connection with any of the foregoing (whether in based on breach of contract, tort (including negligence or any other theory of liability); and strict liability) Party X hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or otherwise, at law not accrued and whether or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid known or suspected to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementexist.
Limitation of Liability. Except In no event will BMP or any Indemnified Party be liable to the Company or any of its affiliates (i) for any indirect, special, incidental or consequential damages, including, without limitation, lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), related to or arising out of or in connection with the Transactions, the Services or other services contemplated by this Agreement or the engagement of BMP pursuant to, and the performance by BMP of the Services or other services contemplated by, this Agreement that the Company may have suffered or incurred, or may claim to have suffered or incurred, on or after the date hereof, except with respect to liabilities arising from any act or omission that constitutes gross negligence or willful misconductmisconduct as determined by a final, non-appealable determination of a court of competent jurisdiction or (ii) for an amount in excess of the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated fees actually received by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementBMP hereunder.
Appears in 1 contract
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OF BUSINESS, the liabilities of each Provider and its Affiliates and RepresentativesINDIRECT, collectivelyCONSEQUENTIAL OR PUNITIVE DAMAGES, under this Agreement for any act or failure to act in connection herewith WHETHER BASED IN CONTRACT OR TORT (including the performance or breach of this AgreementINCLUDING NEGLIGENCE, STRICT [*** Confidential Treatment Requested] LIABILITY OR OTHERWISE), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementAND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementTHIS LIMITATION IS IN NO WAY MEANT TO LIMIT VENDORS LIABILITY FOR PERSONAL INJURY OR DEATH AS A RESULT OF A DEFECT IN ANY PRODUCT IN THOSE JURISDICTIONS WHERE THE LAW DOES NOT ALLOW THIS LIMITATION.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductOTHER THAN UNDER SECTION 2.11 HEREOF OR BASED ON INTENTIONAL BREACHES HEREUNDER, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR THE OTHER PARTY'S AFFILIATES) IN CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)SPECIAL, or from the saleEXEMPLARY, deliveryPUNITIVE OR INDIRECT DAMAGES UNDER ANY THEORY, provision or use of any Services provided under or contemplated by this AgreementINCLUDING CONTRACT, whether in contractNEGLIGENCE, tort (including negligence and strict liability) or otherwiseOR STRICT LIABILITY, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability. Except The Borrower agrees that no Indemnitee shall have any liability (whether in contract, tort or otherwise) to any Loan Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with respect the transactions contemplated hereby and in the other Loan Documents, except to liabilities arising the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's (or such Indemnitee's Related Parties') gross negligence or willful misconduct. In no event, the liabilities however, shall any Indemnitee or Loan Party be liable on any theory of each Provider and its Affiliates and Representatives, collectively, under this Agreement liability for any act special, indirect, consequential or failure punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Each of the parties hereto hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to act in connection herewith (including the performance sue upon any such claim for any special, indirect, consequential or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreementpunitive damages, whether or not accrued and whether or not known or suspected to exist in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementits favor.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT TO THE EXTENT SUCH PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY UNDER SECTION 14 ABOVE OR IN THE CASE OF WILLFUL BREACH OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, collectivelyINDIRECT, under this Agreement for any act or failure to act in connection herewith INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (including the performance or breach of this AgreementINCLUDING NEGLIGENCE), or from the saleOR OTHERWISE, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT IN THE CASE OF MISAPPROPRIATION OF THE CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY OF ONE PARTY BY ANOTHER PARTY HEREUNDER, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT SHALL EITHER MAYO NOR CGI BE LIABLE TO ANY PARTY FOR ANY INDIRECT, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)SPECIAL, or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementCONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER OR AS A RESULT OF THIS AGREEMENT.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT AS EXPRESSLY PROVIDED IN SECTION 3(c) (Term and Termination) and Section 16 (INDEMNIFICATION) OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)CONSEQUENTIAL, or from the saleSPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CONNECTED WITH OR RESULTING FROM THE MANUFACTURE, deliverySALE, provision or use of any Services provided under or contemplated by this AgreementDELIVERY, whether in contractRESALE, tort (including negligence and strict liability) or otherwiseREPAIR, at law or equityREPLACEMENT, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementOR USE OF ANY PRODUCTS OR THE FURNISHING OF ANY SERVICE OR PART THEREOF, WHETHER SUCH LIABILITY IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAD BEEN WARNED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
Appears in 1 contract Business Agreement (Xata Corp /Mn/),
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR ANY WILLFUL BREACH BY EITHER PARTY OF ITS REPRESENTATIONS, the liabilities of each Provider and its Affiliates and RepresentativesWARRANTIES, collectivelyCOVENANTS OR AGREEMENTS UNDER SECTIONS 11.1 AND 11.2, under this Agreement for any act or failure to act in connection herewith OR FOR DAMAGES ACTUALLY PAID BY A PARTY TO A THIRD PARTY PURSUANT TO A THIRD-PARTY CLAIM, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OF ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (including the performance or breach of this Agreement)INCLUDING, or from the saleWITHOUT LIMITATION, deliveryLOST PROFITS, provision or use of any Services provided under or contemplated by this AgreementBUSINESS OR GOODWILL) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY, the liabilities of each Provider and its Affiliates and RepresentativesITS DIRECTORS, collectivelyOFFICERS, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)EMPLOYEES, or from the saleAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, deliveryINCIDENTAL, provision or use of any Services provided under or contemplated by this AgreementSPECIAL EXEMPLARY, whether in contractPUNITIVE OR CONSEQUENTIAL DAMAGES, tort (including negligence and strict liability) or otherwiseWHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, at law or equityWARRANTY, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementNEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, EXCEPT TO THE EXTENT A PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTION 13.1 FOR AMOUNTS PAID TO A THIRD PARTY, SHARE COSTS AS SET FORTH IN SECTION 13.3 FOR AMOUNTS PAID TO A THIRD PARTY OR IN THE CASE OF A BREACH OF ARTICLE 9.
Appears in 1 contract Collaboration Agreement (Nuvelo Inc),
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT AS SPECIFIED IN ARTICLE 9 OR IN THE CASE OF ANY BREACH OF ARTICLE 8 OR ANY WILLFUL BREACH OF THIS AGREEMENT, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, collectivelyCONSEQUENTIAL, under this Agreement for any act or failure to act in connection herewith EXEMPLARY, OR INCIDENTAL DAMAGES (including the performance or breach of this AgreementINCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), or from the saleARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, deliveryWHETHER SUCH CLAIM IS BASED ON CONTRACT, provision or use of any Services provided under or contemplated by this AgreementTORT (INCLUDING NEGLIGENCE), whether in contractOR OTHERWISE, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementEVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.
Appears in 1 contract Supply Agreement (MyDx, Inc.),
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, the liabilities of each Provider and its Affiliates and RepresentativesINCIDENTAL, collectivelySPECIAL OR OTHER CONSEQUENTIAL DAMAGES, under this Agreement for any act or failure to act in connection herewith INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, UNLESS SUCH DAMAGES ARISE AS A RESULT OF FAILURE TO COMPLY WITH THE EXCLUSIVE AND PRIORITY SUPPLY REQUIREMENTS UNDER SECTION 3. EXCEPT FOR A BREACH BY A PARTY OF ITS REPRESENTATIONS AND WARRANTIES, IN NO EVENT SHALL EITHER PARTYS TOTAL LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED ONE MILLION DOLLARS (including the performance or breach of this Agreement$1,000,000), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementTHE FOREGOING LIMITATION OF LIABILITY IS EXCLUSIVE TO THIS AGREEMENT AND SHALL NOT APPLY TO ANY OTHER AGREEMENT BETWEEN THE PARTIES.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEXCEPT FOR A BREACH OF A LICENSE GRANT OR A CONFIDENTIALITY OBLIGATION OR TO FULFILL AN INDEMNITY OBLIGATION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY LOST PROFITS, OR FOR ANY SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF NOTIFIED OF THE LIKELIHOOD OF SUCH A CLAIM. EXCEPT FOR A BREACH OF A LICENSE GRANT OR A CONFIDENTIALITY OBLIGATION, OR TO FULFILL AN INDEMNITY OBLIGATION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTYS CUMULATIVE LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SUPPLIER UNDER THIS AGREEMENT. The parties acknowledge and agree that the liabilities foregoing limitations of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach liability are an essential element of this Agreement), or from agreement and that in their absence the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination terms of this Agreementagreement would be substantially different.
Appears in 1 contract Supply Agreement (Spansion Inc.),
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY RESPECT FOR ANY INDIRECT, the liabilities of each Provider and its Affiliates and RepresentativesSPECIAL, collectivelyINCIDENTAL, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement)CONSEQUENTIAL, or from the saleEXEMPLARY, deliveryRELIANCE OR PUNITIVE DAMAGES, provision or use of any Services provided under or contemplated by this AgreementWHETHER IN TORT, whether in contractCONTRACT OR PRODUCT LIABILITY, tort (including negligence and strict liability) or otherwiseNOR SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, at law or equityREVENUE, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementDATA, GOODWILL, BUSINESS OPPORTUNITIES OR ANY OTHER COMMERCIAL DAMAGE OF ANY KIND OR NATURE WHATSOEVER. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03EXCEPT WITH REGARD TO ANY LIABILITY THAT RESULTS FROM INTENTIONAL MISCONDUCT BY A PARTY, INTELLECUTAL PROPERTY INDEMNIFICATION OBLIGATIONS, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO ANY TELEPHONES OR SERVICES PROVIDED HEREUNDER EXCEED THE AGGREGATE AMOUNT PAYABLE UNDER THE TERMS OF THIS AGREEMENT RELATING TO THE SPECIFIC ACCOUNTS GIVING RISE TO ANY CLAIM, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. This Section 6.02 shall survive any termination of this AgreementIN THE EVENT THAT EITHER PARTY PROVES THAT A FRIVOLOUS LAW SUIT HAS BEEN INITIATED, THEN SUBJECT TO THE RULING OF AN ARBITRATOR, RULE 11 MAY APPLY.
Appears in 1 contract
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductWITH THE EXCEPTION OF THE PARTIES INDEMNITY OBLIGATION PURSUANT TO SECTION 7 HEREIN, the liabilities of each Provider and its Affiliates and RepresentativesIN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR, collectivelyLOST PROFITS, under this Agreement for any act or failure to act in connection herewith DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (including the performance or breach of this AgreementWHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), or from the saleSTRICT LIABILITY OR OTHERWISE). EITHER PARTYS TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL IN NO EVENT EXCEEDS THE SUM TOTAL OF THE ADVANCE, deliveryLICENSING FEE AND ROYALTIES PAID BY DMG TO TUFAMERICA HEREUNDER. THE LIMITATIONS SET FORTH IN THIS SECTION 8 WILL APPLY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this AgreementAND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OF BUSINESS, the liabilities of each Provider and its Affiliates and RepresentativesINDIRECT, collectivelyCONSEQUENTIAL OR PUNITIVE DAMAGES, under this Agreement for any act or failure to act in connection herewith WHETHER BASED IN CONTRACT OR TORT (including the performance or breach of this AgreementINCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS IN NO WAY MEANT TO LIMIT VENDORS LIABILITY FOR PERSONAL INJURY OR DEATH AS A RESULT OF A DEFECT IN ANY PRODUCT IN THOSE JURISDICTIONS WHERE THE LAW DOES NOT ALLOW THIS LIMITATION. * Material has been omitted pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementa request for confidential treatment.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductEVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE AND REGARDLESS OF WHETHER A CLAIM ARISES UNDER CONTRACT, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith TORT (including the performance or breach of this AgreementINCLUDING NEGLIGENCE), or from the saleBREACH OF WARRANTY, deliverySTRICT LIABILITY OR OTHERWISE, provision or use of any Services provided under or contemplated by this AgreementAND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, whether in contractIN NO EVENT: (i) SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, tort INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND (including negligence and strict liabilityINCLUDING LOSS BUSINESS OR PROFITS); (iii) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this AgreementNOR SHALL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT PAYABLE TO EXIT 21 PURSUANT TO THIS AGREEMENT. The foregoing limitations on liability parties expressly agree that the allocation of risk contained in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination is an essential basis of this Agreement.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductULURU'S liability, and the liabilities of each Provider and its Affiliates and Representativesexclusive remedy, collectively, under this Agreement for any act or failure to act in connection herewith (including with the performance or breach of this Agreement), or from the sale, delivery, provision sale or use of any Services provided under or contemplated by this Agreement, the product (whether in based on contract, tort (including negligence and negligence, breach of warranty, strict liability) liability or otherwise, at law or equityany other legal theory), shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid be strictly limited to such Provider by the Recipient pursuant to ULURU'S obligations and ALTRAZEAL's rights as specifically and expressly provided in this Agreement. The foregoing limitations on liability Except for the given warranties in this Section 6.02 clause 6.2 in no event whatsoever shall not apply either Party have any liability, obligation or responsibility to the other Party or such other Party's affiliates for any breach of Section 8.03 and shall not limit indirect, incidental, consequential, special, punitive or exemplary damages arising in any obligation way in connection with the Product or its purchase, sale, use or inability to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementuse.
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductNOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, the liabilities of each Provider and its Affiliates and RepresentativesNEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, collectivelyCONSEQUENTIAL OR SPECIAL DAMAGES, under this Agreement for any act or failure to act in connection herewith HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT THIS SECTION 6.4 WILL NOT APPLY TO LIMIT (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liabilitya) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.THE PARTIES'
Limitation of Liability. Except with respect to liabilities arising from gross negligence or willful misconductfor a breach of Section 6.1, the liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement in no event shall either party be liable for any act indirect, incidental, special or failure to act in connection herewith (including the performance or breach of this Agreement)consequential damages, or from the saledamages for loss of profits, deliveryrevenue, provision data or use of use, incurred by either party or any Services provided under or contemplated by this Agreementthird party, whether in contractan action in contract or tort, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed even if the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to other party has been advised of the possibility of such Provider by the Recipient pursuant to this Agreementdamages. The foregoing limitations on liability in this Section 6.02 shall not apply to any Except for a breach of Section 8.03 and 6.1, in no event shall not limit any obligation either partys liability for damages hereunder exceed the amount of fees paid to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of Contractor under this Agreement.
Limitation of Liability. Except with respect In no event will a Manager, a Manager Designee or any of their respective Indemnitees be liable to liabilities arising from gross negligence the Avaya Companies or willful misconduct, the liabilities any of each Provider and its Affiliates and Representatives, collectively, under this Agreement their affiliates for any act indirect, special, incidental or failure to act in connection herewith (including the performance consequential damages, including, without limitation, lost profits or breach of this Agreement)savings, whether or not such damages are foreseeable, or from the sale, delivery, provision or use of for any Services provided under or contemplated by this Agreement, third party claims (whether based in contract, tort (including negligence and strict liability) or otherwise), at law relating to the services to be provided by a Manager or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreementa Manager Designee hereunder.
Limitation of Liability. a) Except with respect to liabilities arising from gross negligence AS OTHERWISE PROVIDED IN section 8.3 WITH RESPECT TO third party claims, IN NO EVENT SHALL either party be liable TO THE OTHER OR TO ANY THIRD PARTY for any LOST PROFITS OR SAVINGS OR FOR ANY indirect, incidental, consequential, special, PUNITIVE or willful misconductexemplary damages IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, the liabilities of each Provider and its Affiliates and Representatives, collectivelyhowever caused, under this Agreement for any act or failure to act in connection herewith theory of liability, REGARDLESS OF WHETHER THE PARTIES HAVE ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. (including the performance or breach of this Agreement)b) The disclaimers, or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence limitations and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as exclusions set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement were specifically negotiated by the Parties and form an essential basis for the terms and conditions contained in this Agreement.