Limitation of Liability Sample Clauses

Limitation of Liability. Except with respect to Third-Party actions, suits, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 above, neither Party shall be liable to the other for indirect, incidental, special, punitive, exemplary or consequential damages arising out of or resulting from this Agreement.
Limitation of Liability. Except with respect for amounts payable to Third-Third Parties by a party for which it seeks reimbursement or indemnification protection from the other Party actions, suits, claims or demands subject to indemnification pursuant to Sections 12.1 10.01 and 12.2 above10.02, neither Party in no event shall either Party, its directors, officers, employees, agents or Affiliates be liable to the other Party for any indirect, incidental, special, punitive, exemplary or consequential damages damages, whether based upon a Claim or action of contract, warranty, negligence, strict liability or other tort, or otherwise, arising out of or resulting from this Agreement, unless such damages are due to the gross negligence or wilful misconduct of the liable party.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR LIABILITY ARISING UNDER ARTICLE 13 AND SECTIONS 14.3 AND 14.4 AND AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, suitsNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveINDIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY RESULTING FROM, neither Party shall be liable to the other for indirectOR ARISING OUT OF OR IN CONNECTION WITH, incidental, special, punitive, exemplary or consequential damages arising out of or resulting from this AgreementTHIS AGREEMENT.
Limitation of Liability. Except with respect to Third-Party actions, suits, claims or demands subject to indemnification pursuant to their indemnification and hold harmless obligations set forth in Sections 12.1 7.1 and 12.2 above7.2, neither Party shall be liable responsible to the other Party for any special, indirect, incidental, specialexemplary, punitive, exemplary punitive or consequential damages arising out of or resulting from this Agreement.
Limitation of Liability. Except with respect to Third-Third Party actions, suits, suits claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 Section 13.1 or 13.2 above, neither Party shall be liable to the other for indirect, incidental, special, punitive, exemplary or consequential damages arising out of or resulting from this Agreement.
Limitation of Liability. Except with respect to Third-Party actionsNOTWITHSTANDING ANYTHING TO THE CONTRARY, suitsEXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 13.1 AND 13.2, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT WILL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalTRUSTEES, specialOFFICERS, punitiveEMPLOYEES, exemplary or consequential damages arising out of or resulting from this AgreementAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OR ANY LOST PROFITS ARISING THEREFROM, WHETHER BASED UPON A CLAIM OUT OF OR RELATED TO THIS AGREEMENT OR THE SUPPLY AGREEMENT OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT OR THE SUPPLY AGREEMENT.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT TO THE EXTENT SUCH PARTY MAY BE REQUIRED TO INDEMNIFY THE OTHER PARTY UNDER THIS ARTICLE 14 WITH RESPECT TO THIRD PARTY CLAIMS, suitsNEITHER PARTY NOR ITS RESPECTIVE AFFILIATES OR SUBLICENSEES SHALL BE LIABLE FOR ANY (AND HEREBY DISCLAIM ALL) SPECIAL, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveEXEMPLARY, neither Party shall be liable to the other for indirectCONSEQUENTIAL, incidentalPUNITIVE OR OTHER INDIRECT DAMAGES, specialWHETHER BASED UPON WARRANTY, punitiveCONTRACT, exemplary or consequential damages arising out of or resulting from this AgreementTORT, STRICT LIABILITY OR OTHER LEGAL THEORY.
Limitation of Liability. Except with respect to Third-Party actionsNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, suitsTHE PARTIES EXPRESSLY AGREE THAT (A) GP SHALL NOT BE LIABLE TO ANY AELP INDEMNIFIED PARTY FOR ANY EXEMPLARY, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 abovePUNITIVE, neither Party shall be liable to the other for indirectINDIRECT, incidentalCONSEQUENTIAL, specialREMOTE, punitiveOR SPECULATIVE DAMAGES, exemplary or consequential damages arising out of or resulting from this AgreementSAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH GP IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 3.3 AND (B) AELP SHALL NOT BE LIABLE TO ANY GP INDEMNIFIED PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH AELP IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 3.2.
Limitation of Liability. Except with respect EXCEPT FOR AMOUNTS PAYABLE TO ANY PERSON (OTHER THAN A PARTY) BY AN INDEMNIFIED PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTION 6.1 or SECTION 6.2, AND EXCEPT FOR BREACH OF SECTION 5.4 HEREOF, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, 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, UNLESS SUCH DAMAGES ARE DUE TO THE WILLFUL MISCONDUCT OR FRAUD OF THE LIABLE PARTY. For clarification, the foregoing sentence shall not be interpreted to Third-Party actions, suits, claims limit or demands subject to indemnification pursuant to Sections 12.1 and 12.2 above, neither Party shall be liable to expand the other for indirect, incidental, special, punitive, exemplary or consequential damages arising out express rights specifically granted in the sections of or resulting from this Agreement.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 6.1, suitsNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveINCIDENTAL, neither Party shall be liable to the other for indirectCONSEQUENTIAL, incidentalSPECIAL, specialPUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, punitiveHOWEVER CAUSED, exemplary or consequential damages arising out of or resulting from this AgreementUNDER ANY THEORY OF LIABILITY.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 13.1 AND 13.2, suitsAND EXCEPT FOR BREACH OF SECTION 10.1 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILLFUL BREACH WITH RESPECT TO A PARTYS REPRESENTATIONS AND WARRANTIES IN ARTICLE 12). FOR CLARITY, THE AMOUNT OF THE UPFRONT PAYMENTS DESCRIBED IN SECTION 8.1 MAY SERVE AS A MEASURE OF A REMEDY IN THE EVENT OF A BREACH WITH RESPECT TO EXELIXIS REPRESENTATIONS AND WARRANTIES IN ARTICLE 12.
Limitation of Liability. Except with respect to Third-Party actions, suits, claims or demands subject to indemnification pursuant to Sections 12.1 11.2 and 12.2 above11.3 below, neither Party shall be liable to the other for indirect, incidental, special, punitive, exemplary exemplary, or consequential damages arising out of or resulting from this Agreement.Agreement ** CONFIDENTIAL TREATMENT REQUESTED
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR THIRD PARTY CLAIMS SET FORTH IN SECTIONS 10.1 AND 10.2, suitsNEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveINCIDENTAL, neither Party shall be liable to the other for indirectPENAL, incidentalSPECIAL, specialINDIRECT OR SIMILAR DAMAGES WHATSOEVER ARISING UNDER THIS AGREEMENT, punitiveINCLUDING, exemplary or consequential damages arising out of or resulting from this AgreementWITHOUT LIMITATION, DAMAGES RELATING TO LOSS OF PROFITS.
Appears in 1 contract Royalty Agreement (Celera CORP),
Limitation of Liability. Except with respect EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 8.5(a), 12.1, 12.2 AND 12.3, AND EXCEPT FOR BREACH OF SECTION 9.1 HEREOF, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT OR THIS AMENDED AND RESTATED AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILFUL BREACH WITH RESPECT TO A PARTYS REPRESENTATIONS AND WARRANTIES IN ARTICLE 11). For clarification, the foregoing sentence shall not be interpreted to Third-Party actions, suits, claims limit or demands subject to indemnification pursuant to Sections 12.1 expand the express rights specifically granted in the sections of this Amended and 12.2 above, neither Party shall be liable to the other for indirect, incidental, special, punitive, exemplary or consequential damages arising out of or resulting from this Restated Agreement.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 12.1, suits12.2 AND 12.3, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveAND EXCEPT FOR BREACH OF SECTION 9.1 HEREOF, neither Party shall be liable to the other for indirectIN NO EVENT SHALL EITHER PARTY, incidentalITS DIRECTORS, specialOFFICERS, punitiveEMPLOYEES, exemplary or consequential damages arising out of or resulting from this AgreementAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILFUL BREACH WITH RESPECT TO A PARTYS REPRESENTATIONS AND WARRANTIES IN ARTICLE 11).
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO 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, suitsAND EXCEPT FOR BREACH OF SECTION 9.1 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILLFUL BREACH WITH RESPECT TO A PARTYS REPRESENTATIONS AND WARRANTIES IN ARTICLE 11). FOR CLARITY, THE AMOUNT OF THE UPFRONT PAYMENTS DESCRIBED IN SECTION 7.1 MAY SERVE AS A MEASURE OF A REMEDY IN THE EVENT OF A BREACH WITH RESPECT TO EXELIXIS REPRESENTATIONS AND WARRANTIES IN ARTICLE 11.
Appears in 1 contract License Agreement (Exelixis Inc),
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT WITH RESPECT TO THE INDEMNIFICATION PROVISION SET FORTH IN SECTIONS 12.01 AND 12.02 AND BREACH OF THE CONFIDENTIALITY PROVISIONS SET FORTH IN SECTION 11.01, suitsNEITHER PARTY SHALL BE LIABLE FOR INDIRECT, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveSPECIAL, neither Party shall be liable to the other for indirectPUNITIVE, incidentalEXEMPLARY, specialINCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY, punitive, exemplary or consequential damages arising out of or resulting from this AgreementWHETHER FORESEEABLE OR NOT AND WHETHER BASED ON NEGLIGENCE OR OTHERWISE.
Appears in 1 contract
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 14.1 AND 14.2, suitsAND EXCEPT FOR BREACH OF SECTION 8.7 OR ARTICLE 11 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this Agreement.INCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT.15.MISCELLANEOUS
Limitation of Liability. Except with respect to Third-Party actionsIN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, suitsINCIDENTAL, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveSPECIAL, neither Party shall be liable to the other for indirectPUNITIVE, incidentalEXEMPLARY OR CONSEQUENTIAL DAMAGES, specialWHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, punitiveWARRANTY, exemplary or consequential damages arising out of or resulting from this AgreementNEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING SHALL NOT BE CONSTRUED TO LIMIT THE INDEMNITY OBLIGATIONS SET FORTH IN SECTIONS 11.1, 11.2, OR 11.4 ABOVE OR EITHER PARTYS LIABILITY FOR PATENT INFRINGEMENT OR BREACH OF SECTION 7.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTION 12.1 OR 12.2, suitsAND EXCEPT FOR BREACH OF SECTION 9.1 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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. [ * ] =CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Appears in 1 contract Research Agreement (Exelixis Inc),
Limitation of Liability. Except with respect to Third-Party actionsIN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, suitsINCIDENTAL, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveSPECIAL, neither Party shall be liable to the other for indirectPUNITIVE, incidentalEXEMPLARY OR CONSEQUENTIAL DAMAGES, specialWHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, punitiveWARRANTY, exemplary or consequential damages arising out of or resulting from this AgreementNEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING SHALL NOT BE CONSTRUED TO LIMIT THE INDEMNITY OBLIGATIONS SET FORTH IN SECTIONS 11.1, 11.2, OR 11.4 ABOVE OR EITHER PARTY'S LIABILITY FOR PATENT INFRINGEMENT OR BREACH OF SECTION 7.
Limitation of Liability. Except EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 14.1 AND 14.2, AND EXCEPT FOR BREACH OF SECTION 8.7 OR ARTICLE 11 HEREOF, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with respect to Third-Party actions, suits, claims or demands subject to indemnification the Securities and Exchange Commission pursuant to Sections 12.1 and 12.2 aboveRule 24b-2 of the Securities Exchange Act of 1934, neither Party shall be liable to the other for indirect, incidental, special, punitive, exemplary or consequential damages arising out of or resulting from this Agreementas amended.
Limitation of Liability. Except with respect EXCEPT FOR AMOUNTS PAYABLE TO 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, AND EXCEPT FOR BREACH OF SECTION 9.1 HEREOF, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, 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, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY. For clarification, the foregoing sentence shall not be interpreted to Third-Party actions, suits, claims limit or demands subject to indemnification pursuant to Sections 12.1 and 12.2 above, neither Party shall be liable to expand the other for indirect, incidental, special, punitive, exemplary or consequential damages arising out express rights specifically granted in the sections of or resulting from this Agreement.
Limitation of Liability. Except with respect to Third-Party actionsNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, suitsTHE PARTIES EXPRESSLY AGREE THAT (A) GP SHALL NOT BE LIABLE TO ANY WMLP INDEMNIFIED PARTY FOR ANY EXEMPLARY, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 abovePUNITIVE, neither Party shall be liable to the other for indirectINDIRECT, incidentalCONSEQUENTIAL, specialREMOTE, punitiveOR SPECULATIVE DAMAGES, exemplary or consequential damages arising out of or resulting from this AgreementSAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH GP IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 3.3 AND (B) WMLP SHALL NOT BE LIABLE TO ANY GP INDEMNIFIED PARTY FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES, SAVE AND EXCEPT SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH WMLP IS OBLIGATED TO PROVIDE INDEMNIFICATION UNDER SECTION 3.2.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, suitsNEITHER CONTENT PROVIDER NOR LICENSEES SHALL BE LIABLE FOR ANY INDIRECT, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveINCIDENTAL, neither Party shall be liable to the other for indirectCONSEQUENTIAL, incidentalSPECIAL, special, punitive, exemplary or consequential damages arising out of or resulting from this AgreementPUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH SUBMISSIONS OR THESE TERMS AND CONDITIONS.
Appears in 1 contract
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 12.1 AND 12.2, suitsIN NO EVENT WILL EITHER PARTY, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveITS DIRECTORS, neither Party shall be liable to the other for indirectOFFICERS, incidentalEMPLOYEES, specialAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, punitiveINCIDENTAL, exemplary or consequential damages arising out of or resulting from this AgreementSPECIAL, PUNITIVE, 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 THE AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILLFUL BREACH WITH RESPECT TO A PARTYS REPRESENTATIONS AND WARRANTIES IN ARTICLE 11).
Limitation of Liability. Except with respect EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 13.1 AND 13.2, AND EXCEPT FOR BREACH OF SECTION 10.1 HEREOF, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, 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, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY. For clarification, the foregoing sentence shall not be interpreted to Third-Party actions, suits, claims limit or demands subject to indemnification pursuant to Sections 12.1 and 12.2 above, neither Party shall be liable to expand the other for indirect, incidental, special, punitive, exemplary or consequential damages arising out express rights specifically granted in the sections of or resulting from this Agreement.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 14.1 AND 14.2, suitsAND EXCEPT FOR BREACH OF SECTION 11.1 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILLFUL BREACH WITH REEPCCT TO A PARTYS REPRESENTATIONS AND WARRANTIES IN ARTICLE 13).
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 8.1, suitsNEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveINCIDENTAL, neither Party shall be liable to the other for indirectCONSEQUENTIAL, incidentalSPECIAL, specialPUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, punitiveHOWEVER CAUSED, exemplary or consequential damages arising out of or resulting from this AgreementUNDER ANY THEORY OF LIABILITY.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 13.1 AND 13.2, suitsAND EXCEPT FOR BREACH OF ARTICLE 10 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT.
Appears in 1 contract License Agreement (Exelixis Inc),
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 14.1 AND 14.2, suitsAND EXCEPT FOR BREACH OF SECTION 8.7 OR ARTICLE 11 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES BY A PARTY FOR WHICH IT SEEKS REIMBURSEMENT OR INDEMNIFICATION PROTECTION FROM THE OTHER PARTY PURSUANT TO SECTIONS 14.1 AND 14.2, suitsAND EXCEPT FOR BREACH OF SECTION 11.1 HEREOF, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT SHALL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILLFUL BREACH WITH RESPECT TO A PARTYS REPRESENTATIONS AND WARRANTIES IN ARTICLE 13).
Limitation of Liability. Except with respect to Third-Party actionsNOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, suitsEXCEPT FOR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 10.1 AND 10.2 ABOVE, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveNEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, neither Party shall be liable to the other for indirectSPECIAL, incidentalINCIDENTAL, specialCONSEQUENTIAL, punitivePUNITIVE, exemplary or consequential damages arising out of or resulting from this AgreementOR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT.
Limitation of Liability. Except with respect to Third-Party actions, suits, indemnification claims or demands subject to indemnification pursuant according to Sections 12.1 9.1 and 12.2 above9.2 related to third party claims and to cases of willful misconduct, neither Party shall be liable to the other for indirect, incidental, special, punitive, exemplary special or consequential damages arising out of or resulting from this Agreementdamages, lost profits and/or punitive damages.
Limitation of Liability. Except with respect to Third-Party actionsEXCEPT FOR A PARTY'S OBLIGATIONS UNDER SECTIONS 12.1 AND 12.2, suitsAND EXCEPT FOR BREACH OF SECTION 9.1, claims or demands subject to indemnification pursuant to Sections 12.1 and 12.2 aboveIN NO EVENT WILL EITHER PARTY, neither Party shall be liable to the other for indirectITS DIRECTORS, incidentalOFFICERS, specialEMPLOYEES, punitiveAGENTS OR AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, exemplary or consequential damages arising out of or resulting from this AgreementINCIDENTAL, SPECIAL, PUNITIVE, 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 THE AGREEMENT, UNLESS SUCH DAMAGES ARE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LIABLE PARTY (INCLUDING GROSS NEGLIGENCE OR WILLFUL BREACH WITH RESPECT TO A PARTY'S REPRESENTATIONS AND WARRANTIES IN ARTICLE 11).