Limitation of Liability Sample Clauses

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.
Limitation of Liability. EXCEPT IN NO EVENT THE CASE OF FRAUD, WITHOUT WAIVING ANY OTHER RIGHTS OF THE PARTIES, INCLUDING ANY RIGHT TO SEEK SPECIFIC PERFORMANCE OR SEEK OTHER EQUITABLE RELIEF, NEITHER PARTY'S TOTAL LIABILITY (INCLUDING PAYMENT OBLIGATIONS) UNDER THIS AGREEMENT SHALL EITHER PARTY BE LIABLE TO EXCEED THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF PURCHASE PRICE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS FOREGOING IS NOT TO BE CONSTRUED AS A LIMITATION ON THE RIGHT OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDERPARTY TO SEEK EQUITABLE RELIEF, AND NEITHER PARTY INCLUDING INJUNCTIVE RELIEF, WHERE MONETARY DAMAGES WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSNOT BE ADEQUATE.
Limitation of Liability. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7.1 and except as otherwise provided in sections 9.2 and 9.3 WITH RESPECT TO third party claims, IN NO EVENT SHALL EITHER PARTY BE LIABLE either party be liable TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR for LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL FOR ANY indirect, incidental, consequential, special, PUNITIVE or exemplary damages IN CONNECTION WITH THIS AGREEMENT OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; PROVIDED, HOWEVERhowever caused, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSunder any theory of liability.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALIn no event shall any Party be liable to the other Party or its affiliated companies for any special, CONSEQUENTIALconsequential, INDIRECTindirect, COLLATERALincidental or punitive damages or lost profits, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDhowever caused and on any theory of liability (including negligence) arising in any way out of this Agreement, ARISING OUT OF THIS AGREEMENT; PROVIDEDwhether or not such Party has been advised of the possibility of such damages. Subject to the forgoing, HOWEVERnothing in this Agreement limits a Partys right to seek for remedies such Party is entitled to for any breach of this Agreement, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDERwhether at law or in equity, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSincluding without limitation the right to terminate this Agreement in the event that the other Party materially breaches this Agreement.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALIn no event shall any member of the HomeAdvisor Group or the IAC Group be liable to any member of the other Group for any special, CONSEQUENTIALconsequential, INDIRECTindirect, COLLATERALcollateral, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDincidental or punitive damages or lost profits or failure to realize expected savings or other commercial or economic loss of any kind, ARISING OUT OF THIS AGREEMENThowever caused and on any theory of liability (including negligence) arising in any way out of this Agreement, whether or not such Person has been advised of the possibility of any such damages; PROVIDEDprovided, HOWEVERhowever, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTthat the foregoing limitations shall not limit either Partys indemnification obligations for Liabilities with respect to Third Party Claims as set forth in Article 5. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSThe provisions of Article 7 shall be the Parties sole recourse for any breach hereof or any breach of the Other Ancillary Agreements.
Limitation of Liability. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. A PARTYS LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO EVENT REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, A PARTYS LIABILITY SHALL EITHER BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECTINCIDENTAL, COLLATERALPUNITIVE, INCIDENTAL EXEMPLARY OR PUNITIVE DAMAGES OR INDIRECT DAMAGES, LOST PROFITS OR FAILURE OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES ARE WITHOUT REGARD TO REALIZE EXPECTED SAVINGS THE CAUSE OR OTHER COMMERCIAL OR ECONOMIC LOSS CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY KINDPARTY, ARISING OUT OF THIS AGREEMENT; PROVIDEDWHETHER SUCH NEGLIGENCE BE SOLE, HOWEVERJOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO THIRD PARTY CLAIMS DETERMINE, OR UNDER OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE DAMAGES CALCULATED HEREUNDER CONSTITUTE A FUNDAMENTAL PART REASONABLE APPROXIMATION OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSHARM OR LOSS.
Limitation of Liability. EXCEPT IN NO EVENT THE CASE OF FRAUD, INTENTIONAL MISREPRESENTATION OR WILFUL BREACH OF COVENANT, WITHOUT WAIVING ANY OTHER RIGHTS OF THE PARTIES, INCLUDING ANY RIGHT TO SEEK SPECIFIC PERFORMANCE OR SEEK OTHER EQUITABLE RELIEF, NEITHER PARTY'S TOTAL LIABILITY (INCLUDING PAYMENT OBLIGATIONS) UNDER THIS AGREEMENT SHALL EITHER PARTY BE LIABLE TO EXCEED THE OTHER FOR ANY SPECIALFIXED CONSIDERATION AMOUNT, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF RENDERED IN DOLLARS AS AT TH E CLOSING DATE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS FOREGOING IS NOT TO BE CONSTRUED AS A LIMITATION ON THE RIGHT OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDERPARTY TO SEEK EQUITABLE RELIEF, AND NEITHER PARTY INCLUDING INJUNCTIVE RELIEF, WHERE MONETARY DAMAGES WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSNOT BE ADEQUATE.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALToyo and TIS agree that Toyo shall in no event bear any obligation or liability, CONSEQUENTIALincluding without limitation, INDIRECTindemnity as set forth in Section 11.1 above, COLLATERALno more than the amount of one million and five hundred thousand US dollars ($1,500,000) with respect to this Agreement or the transactions contemplated hereby. Toyo and TIS agree that other than as expressly provided for herein, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDneither party has made or is making any representations and warranties to the other party regardless any provision of the applicable laws. In no event shall either party be liable to the other party for any indirect, ARISING OUT OF THIS AGREEMENT; PROVIDEDincidental, HOWEVERspecial, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDERconsequential, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSexemplary or punitive damages nor for any manner of economic loss, such as but not limited to lost profits, without regard to whether such party shall have been advised of the possibility of such damages.
Limitation of Liability. IN NO EVENT NEITHER CUSTOMER NOR CASTLIGHT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIALINCIDENTAL, INDIRECT, CONSEQUENTIAL, INDIRECTEXEMPLARY, COLLATERALPUNITIVE OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCIDENTAL OR PUNITIVE REGARDLESS OF W HETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS SECTION SHALL LIMIT THE ABILITY OF EITHER PARTY TO OBTAIN DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS THAT FULLY COMPENSATE SUCH PARTY FOR ACTUAL LOSSES, FINES, PENALTIES AND REASONABLE ATTORNEYS FEES OR OTHER COMMERCIAL COSTS OR ECONOMIC LOSS TO OBTAIN AN Y RELIEF PROVIDED UNDER ***. THE LIMITATIONS SPECIFIED IN THIS SECTION 8.4 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REM EDY SPECI FIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION CUSTOMERS PAYMENT OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSOR ANY SERVICE ADDENDUM.
Limitation of Liability. THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED FOR IN THIS AGREEMENT SHALL BE THE SOLE AND EXCLUSIVE REMEDIES FOR A PARTY HEREUNDER AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO EVENT REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, A PARTY'S LIABILITY SHALL EITHER BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER FOR ANY SPECIALCONSEQUENTIAL DAMAGES, CONSEQUENTIALWHETHER BY STATUTE, INDIRECT, COLLATERAL, INCIDENTAL IN TORT OR PUNITIVE DAMAGES CONTRACT OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTOTHERWISE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT SECTION IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY AND STRICT LIABILITY. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A FUNDAMENTAL PART REASONABLE APPROXIMATION OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSHARM OR LOSS.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALIn no event shall either Party be liable to the other Party for any loss of profits, CONSEQUENTIALloss of business, INDIRECTloss of use or data, COLLATERALinterruption of business, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDor for indirect special, ARISING OUT OF THIS AGREEMENT; PROVIDEDincidental, HOWEVERexemplary, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTmultiple, punitive or consequential damages of any kind, whether based on contract, tort (including without limitation, negligence), warranty, guarantee or any other legal or equitable grounds, even if such Party has been advised of the possibility of such damages. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSIn no event will either Party be liable to the other Party for any representation or warranty made end user/consumer or Third Party by the other Party. These limitations shall survive and apply notwithstanding the validity of the limited remedies provided for in the Agreement. The limitations set forth in this Section 13.2 shall not apply to the Parties indemnification obligations set forth in section 13.4 below and shall not affect either Partys right to seek injunctive relief.
Limitation of Liability. NOTWITHSTANDING ANYTHING IN NO EVENT THIS AGREEMENT TO THE CONTRARY, NEITHER SUPPLIER NOR CUSTOMER SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERALPUNITIVE, INCIDENTAL EXEMPLARY, REMOTE, SPECULATIVE OR PUNITIVE SIMILAR DAMAGES OR ANY LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS DAMAGES CALCULATED BASED ON A MULTIPLE OF PROFITS, REVENUE OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS FINANCIAL METRICS IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI SUCH LIABILITY WITH RESPECT TO THIRD A THIRD-PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE CLAIM AS TO WHICH A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN PARTY IS ENTITLED TO BE INDEMNIFIED HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS).
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALExcept for the remedies in the second paragraph of Section 6.2, CONSEQUENTIALneither party shall be liable to the other hereunder for any incidental, INDIRECTindirect, COLLATERALspecial, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDconsequential or punitive damages or lost profits under any tort, ARISING OUT OF THIS AGREEMENT; PROVIDEDcontract, HOWEVERstrict liability or other legal or equitable theory arising out of or pertaining to the subject matter of this Agreement, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSeven if said party has been advised of the possibility of or could have foreseen such damages.
Appears in 1 contract Consulting Agreement (Carmax Inc),
Limitation of Liability. NEITHER PARTY SHALL BE LIABLE HEREUNDER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST SAVINGS) EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY'S AGGREGATE LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT; PROVIDED, HOWEVERWHETHER IN CONTRACT, THAT TORT OR OTHERWISE, EXCEED THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS AMOUNT OF THE FEES PAID FOR THE PARTICULAR SERVICES WHICH GAVE RISE TO SUCH CLAIM UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION THIS AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AGREEMENT, THE REMEDIES PROVIDED HEREIN ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, PARTIES' SOLE AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSEXCLUSIVE REMEDIES.
Limitation of Liability. EACH PARTY SHALL HAVE NO REMEDY, AND EACH PARTY SHALL HAVE NO LIABILITY, OTHER THAN AS EXPRESSLY SET FORTH IN NO EVENT SHALL EITHER PARTY BE LIABLE THIS AGREEMENT. EXCEPT WITH RESPECT TO THE OTHER INDEMNIFICATION SPECIFICALLY PROVIDED IN ARTICLE IX OR CLAIMS FOR ANY SPECIALNON-PAYMENT. NO ACTION, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS REGARDLESS OF ANY KINDFORM, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT OR RELATED TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART MAY BE BROUGHT BY EITHER PARTY MORE THAN * YEARS AFTER SUCH PARTY HAS KNOWLEDGE OF THE BASIS OCCURRENCE THAT GAVE RISE TO THE CAUSE OF EACH PARTYS BARGAIN HEREUNDERACTION OR AFTER EXPIRATION OF THE APPLICABLE STATUTORY LIMITATIONS PERIOD, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSWHICHEVER IS SOONER.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR HARVARD OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL AND PROFESSIONAL STAFF, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER ANOTHER OR ANY OF ITS AFFILIATES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERALSPECIAL, INCIDENTAL OR PUNITIVE CONSEQUENTIAL DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, KIND ARISING IN ANY WAY OUT OF THIS AGREEMENTAGREEMENT OR THE LICENSE RIGHTS GRANTED HEREUNDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION SUCH DAMAGES THAT ARE ECONOMIC DAMAGES OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER SUCH ENTITY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED NOTHING IN THIS AGREEMENT ARE A FUNDAMENTAL PART SECTION 9.3 SHALL BE CONSTRUED TO LIMIT COMPANY'S OBLIGATION TO INDEMNIFY HOSPITAL AND HARVARD UNDER SECTION 8 OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.AGREEMENT.Page 28 of 45
Limitation of Liability. IN NO EVENT EXCEPT FOR LIABILITY FOR BREACH OF ARTICLE 13, NEITHER PARTY SHALL EITHER PARTY BE LIABLE ENTITLED TO RECOVER FROM THE OTHER FOR PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL LOST PROFIT OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI IN CONNECTION WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN OR ANY LICENSE GRANTED HEREUNDER; provided, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONShowever, that the foregoing limitation shall not apply with respect to any amounts that may become payable as a result of Losses arising from a Third Party Claim.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL30.1Dealer Responsibility for Operating Capital. This Agreement contemplates that Dealer, CONSEQUENTIALas an independent business, INDIRECTshall obtain on its own the capital investment necessary to operate its business. Nothing in this Agreement shall impose any liability on Case in connection with Dealer's operations under this Agreement or otherwise, COLLATERALor for any expenditure made or incurred by Dealer in preparation for performance or in performance of Dealer's responsibilities under this Agreement.30.2Disclaimer of Consequential Damages. The Parties both understand and agree that this Agreement is of a limited duration, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDand therefore, ARISING OUT OF THIS AGREEMENT; PROVIDEDexcept as provided herein, HOWEVERneither party shall be liable to the other for any damages caused by the termination or expiration of this Agreement, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTwhether based upon loss of anticipated sales or prospective profits, expenditures, investments, leases, property improvements or other matters related to the business of the Parties. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDERThe damages to which either party may be entitled for breach of this Agreement are limited to actual out-of-pocket expenses incurred as a direct result of the breach.30.3Waiver of Punitive Damages. The Parties hereby waive, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSto the fullest extent permitted by law, any right or claim for any punitive or exemplary damages against the other and agree that if there is a dispute with the other that each party shall be limited to the recovery of actual damages sustained by it.30.4No Group Litigation. The Parties agree that any and all dispute resolution proceedings between them, including litigation, arising from or related to this Agreement shall be conducted on an individual basis only. Neither Party shall commence any dispute resolution with a third-party against the other, or join with any third party in any dispute resolution involving Case and Dealer. Neither of the Parties shall attempt to consolidate or otherwise combine in any manner a dispute resolution proceeding involving Case or Dealer with another dispute resolution proceeding of any kind.30.5Limitations Period. All claims for any breach of this Agreement, and all claims arising out of the relationship between the Parties established by this Agreement, shall be made within two (2) years from the date such claim accrued.
Limitation of Liability. EXCEPT FOR THE INDEMNIFICATION PROVISIONS IN THIS AGREEMENT, NEITHER UDW NOR PARTNER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR ECONOMIC DAMAGES OF ANY TYPE, INCLUDING LOST PROFITS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR PUNITIVE DAMAGES. THE REMEDIES SET FORTH IN THIS AGREEMENT AND ANY PROJECT AGREEMENT ARE EXCLUSIVE. EXCEPT FOR THE INDEMNIFICATION PROVISIONS IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS UNDER A PARTICULAR PROJECT AGREEMENT IN EXCESS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI MONIES ACTUALLY RECEIVED WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION APPLICABLE PROJECT AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.
Limitation of Liability. EXCEPT IN NO EVENT THE CASE OF FRAUD, WITHOUT WAIVING ANY OTHER RIGHTS OF THE PARTIES, INCLUDING ANY RIGHT TO SEEK SPECIFIC PERFORMANCE OR SEEK OTHER EQUITABLE RELIEF, NEITHER PARTYS TOTAL LIABILITY (INCLUDING PAYMENT OBLIGATIONS) UNDER THIS AGREEMENT SHALL EITHER PARTY BE LIABLE EXCEED THE PAYMENT AMOUNTS REQUIRED PURSUANT TO SECTION 5.2. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. EXCEPT IN THE CASE OF FRAUD, NOTWITHSTANDING ANYTHING TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTRARY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART AGREEMENT, EACH PARTYS SOLE AND EXCLUSIVE REMEDY FOR THE FAILURE OF ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY HEREUNDER TO BE TRUE AND CORRECT WHEN MADE ON THE EFFECTIVE DATE OR WHEN MADE AS OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO CLOSING DATE IS TO TERMINATE THIS AGREEMENT ABSENT PURSUANT TO SECTION 6.1 OR TO EFFECT THE CLOSING NOTWITHSTANDING SUCH LIMITATIONSFAILURE AND THEREBY TO WAIVE SUCH FAILURE.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL30.1Dealer Responsibility for Operating Capital. This Agreement contemplates that Dealer, CONSEQUENTIALas an independent business, INDIRECTshall obtain on its own the capital investment necessary to operate its business. Nothing in this Agreement shall impose any liability on New Holland in connection with Dealer's operations under this Agreement or otherwise, COLLATERALor for any expenditure made or incurred by Dealer in preparation for performance or in performance of Dealer's responsibilities under this Agreement.30.2Disclaimer of Consequential Damages. The Parties both understand and agree that this Agreement is of a limited duration, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDand therefore, ARISING OUT OF THIS AGREEMENT; PROVIDEDexcept as provided herein, HOWEVERneither party shall be liable to the other for any damages caused by the termination or expiration of this Agreement, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTwhether based upon loss of anticipated sales or prospective profits, expenditures, investments, leases, property improvements or other matters related to the business of the Parties. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDERThe damages to which either party may be entitled for breach of this Agreement are limited to actual out-of-pocket expenses incurred as a direct result of the breach.30.3Waiver of Punitive Damages. The Parties hereby waive, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSto the fullest extent permitted by law, any right or claim for any punitive or exemplary damages against the other and agree that if there is a dispute with the other that each party shall be limited to the recovery of actual damages sustained by it.30.4No Group Litigation. The Parties agree that any and all dispute resolution proceedings between them, including litigation, arising from or related to this Agreement shall be conducted on an individual basis only. Neither Party shall commence any dispute resolution with a third-party against the other, or join with any third party in any dispute resolution involving New Holland and Dealer. Neither of the Parties shall attempt to consolidate or otherwise combine in any manner a dispute resolution proceeding involving New Holland or Dealer with another dispute resolution proceeding of any kind.30.5Limitations Period. All claims for any breach of this Agreement, and all claims arising out of the relationship between the Parties established by this Agreement, shall be made within two (2) years from the date such claim accrued.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALNo claim for Losses may be brought under this Section 8 unless and until the aggregate amount of all claims for Losses of an Indemnified Party is at least $150,000 (the Indemnification Threshold) whereupon all claims (from dollar one) for Losses of such Indemnified Party may be brought by such Indemnified Party. The Indemnification Threshold will not apply to Losses (a) giving rise to a reduction of the Cash Consideration pursuant to Section 1.9(a), CONSEQUENTIALor (b) relating to any contingent liabilities that are disclosed, INDIRECTor that should have been disclosed, COLLATERALon the Disclosure Schedule pursuant to Section 3. Notwithstanding anything else in this Agreement, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDthe liability of each Seller Party under this Section 8 shall be limited to the value of the consideration received by such Seller Party under this Agreement, ARISING OUT OF THIS AGREEMENT; PROVIDEDabsent fraud or knowing misrepresentation or omission. Heckmann or Buyer may only seek recovery for Losses against the Seller Parties responsible therefor, HOWEVERprovided that it may pursue any Seller Party if it is not patently clear that the Loss is attributable to the representations, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTwarranties, covenants, agreements, indemnities for actions or omissions of particular Seller Parties, unless specific Seller Parties admit in writing responsibility for the Loss (or, reserving their rights, admit that if there is a Loss that is subject to recovery, that they would be the responsible party), it is logical that such party would be the responsible party, and such party has the wherewithal to fund any Loss. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDEREach Seller Party shall be jointly and not severally liable as to the representations, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSwarranties and agreements that apply to their entity or an Owner thereof.
Limitation of Liability. EXCEPT FOR A BREACH OF A LICENSE GRANT OR A CONFIDENTIALITY OBLIGATION, AND EXCEPT TO SATISFY ANY INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR FOR ANY SPECIAL, CONSEQUENTIALEXEMPLARY, INDIRECTCONSEQUENTIAL OR INCIDENTAL DAMAGES, COLLATERALWHETHER IN CONTRACT, INCIDENTAL WARRANTY, TORT, STRICT LIABILITY OR PUNITIVE DAMAGES OTHERWISE, EVEN IF NOTIFIED OF THE LIKELIHOOD OF SUCH A CLAIM. EXCEPT FOR A BREACH OF A LICENSE GRANT OR LOST PROFITS OR FAILURE A CONFIDENTIALITY OBLIGATION, AND EXCEPT TO REALIZE EXPECTED SAVINGS OR SATISFY ANY INDEMNITY OBLIGATION, IN WHICH CASE EITHER PARTY'S CUMULATIVE LIABILITY TO THE OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDUNDER THIS AGREEMENT SHALL NOT EXCEED TWICE THE AMOUNTS PAID BY TESSERA UNDER THIS AGREEMENT TO KRONOS, ARISING OUT OF IN NO EVENT SHALL EITHER PARTY'S CUMULATIVE LIABILITY TO THE OTHER UNDER THIS AGREEMENT; PROVIDED, HOWEVER, AGREEMENT EXCEED THE AMOUNTS PAID BY TESSERA UNDER THIS AGREEMENT TO KRONOS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT ARE A FUNDAMENTAL PART AND THAT IN THEIR ABSENCE THE TERMS OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSWOULD BE SUBSTANTIALLY DIFFERENT.
Limitation of Liability. IN UNDER NO EVENT SHALL CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO FOR THE OTHER FOR ANY PARTYS INDIRECT, SPECIAL, CONSEQUENTIALINCIDENTAL, INDIRECTCONSEQUENTIAL OR EXEMPLARY DAMAGES, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC INCLUDING LOSS OF ANY KINDPROFITS, WHETHER FORSEEABLE OR NOT, ARISING OUT OF IN CONNECTION WITH THIS AGREEMENT OR WITH THE USE OR LIABILITY TO USE THE PRODUCTS FURNISHED UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT . THE FOREGOING LIMITATIONS PREVIOUS SENTENCE SHALL NOT LIMIT EITHER PARTYS THE RESPECTIVE PARTIES INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT PURSUANT TO ARTICLES 12.1 AND 12.2 TO THE EXTENT THAT SUCH DAMAGES ARE AWARDED TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART PARTIES AND WHICH ONE OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSPARTIES HERETO IS OBLIGATED TO PAY.
Limitation of Liability. IN NO EVENT SHALL EITHER NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIALINDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECTPUNITIVE, COLLATERALEXEMPLARY OR SPECIAL DAMAGES, INCIDENTAL OR PUNITIVE DAMAGES OR INCLUDING WITHOUT LIMITATION LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS REVENUE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF ANY KIND, ARISING OUT THE POSSIBILITY OF THIS AGREEMENT; PROVIDED, HOWEVER, SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION EXCHANGE OF RIGHTS AND OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSWITHOUT THESE LIMITATIONS ON ITS LIABILITY, AND EACH PARTY AGREES THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Limitation of Liability. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. A PARTYS LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO EVENT REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, A PARTYS LIABILITY SHALL EITHER BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECTINCIDENTAL, COLLATERALPUNITIVE, INCIDENTAL EXEMPLARY OR PUNITIVE DAMAGES OR INDIRECT DAMAGES, LOST PROFITS OR FAILURE OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES ARE WITHOUT REGARD TO REALIZE EXPECTED SAVINGS THE CAUSE OR OTHER COMMERCIAL OR ECONOMIC LOSS CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY KINDPARTY, ARISING OUT OF WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE SPECIFIC TERMS IN THIS AGREEMENT; PROVIDEDEXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, HOWEVERAND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO THIRD PARTY CLAIMS DETERMINE, OR UNDER OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE DAMAGES CALCULATED HEREUNDER CONSTITUTE A FUNDAMENTAL PART REASONABLE APPROXIMATION OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSHARM OR LOSS.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY IN ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, COLLATERALINCIDENTAL, INCIDENTAL STATUTORY OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST REVENUE, REGARDLESS OF THIS AGREEMENT; PROVIDEDTHE FORM OF ACTION, HOWEVERWHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF OR AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART AN ESSENTIAL BASIS OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.BETWEEN THE PARTIES. The above limitation of liability shall not apply to the
Limitation of Liability. THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED FOR IN THIS AGREEMENT SHALL BE THE SOLE AND EXCLUSIVE REMEDIES FOR A PARTY HEREUNDER AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO EVENT REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, A PARTYS LIABILITY SHALL EITHER BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER FOR ANY SPECIALCONSEQUENTIAL DAMAGES, CONSEQUENTIALWHETHER BY STATUTE, INDIRECT, COLLATERAL, INCIDENTAL IN TORT OR PUNITIVE DAMAGES CONTRACT OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTOTHERWISE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT SECTION IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY AND STRICT LIABILITY. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A FUNDAMENTAL PART REASONABLE APPROXIMATION OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSHARM OR LOSS.
Limitation of Liability. THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED FOR IN THIS AGREEMENT SHALL BE THE SOLE AND EXCLUSIVE REMEDIES FOR A PARTY HEREUNDER AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO EVENT REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, A PARTYS LIABILITY SHALL EITHER BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY (INCLUDING WITHOUT LIMITATION ANY COSTS AND EXPENSES OF ENFORCEMENT), SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER FOR ANY SPECIALCONSEQUENTIAL DAMAGES, CONSEQUENTIALWHETHER BY STATUTE, INDIRECT, COLLATERAL, INCIDENTAL IN TORT OR PUNITIVE DAMAGES CONTRACT OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTOTHERWISE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT SECTION IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY AND STRICT LIABILITY. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A FUNDAMENTAL PART REASONABLE APPROXIMATION OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSHARM OR LOSS.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL30.1Dealer Responsibility for Operating Capital. This Agreement contemplates that Dealer, CONSEQUENTIALas an independent business, INDIRECTshall obtain on its own the capital investment necessary to operate its business. Nothing in this Agreement shall impose any liability on Case IH in connection with Dealer's operations under this Agreement or otherwise, COLLATERALor for any expenditure made or incurred by Dealer in preparation for performance or in performance of Dealer's responsibilities under this Agreement.30.2Disclaimer of Consequential Damages. The Parties both understand and agree that this Agreement is of a limited duration, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDand therefore, ARISING OUT OF THIS AGREEMENT; PROVIDEDexcept as provided herein, HOWEVERneither party shall be liable to the other for any damages caused by the termination or expiration of this Agreement, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENTwhether based upon loss of anticipated sales or prospective profits, expenditures, investments, leases, property improvements or other matters related to the business of the Parties. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDERThe damages to which either party may be entitled for breach of this Agreement are limited to actual out-of-pocket expenses incurred as a direct result of the breach.30.3Waiver of Punitive Damages. The Parties hereby waive, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSto the fullest extent permitted by law, any right or claim for any punitive or exemplary damages against the other and agree that if there is a dispute with the other that each party shall be limited to the recovery of actual damages sustained by it.30.4No Group Litigation. The Parties agree that any and all dispute resolution proceedings between them, including litigation, arising from or related to this Agreement shall be conducted on an individual basis only. Neither Party shall commence any dispute resolution with a third-party against the other, or join with any third party in any dispute resolution involvingUS 6360r2Case IH and Dealer. Neither of the Parties shall attempt to consolidate or otherwise combine in any manner a dispute resolution proceeding involving Case IH or Dealer with another dispute resolution proceeding of any kind.30.5Limitations Period. All claims for any breach of this Agreement, and all claims arising out of the relationship between the Parties established by this Agreement, shall be made within two (2) years from the date such claim accrued.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALThe Escrow Amount shall be the sole and exclusive source of recovery for Claims under this Agreement. Except for remedies that cannot be waived as a matter of Law and for injunctive and provisional relief, CONSEQUENTIALfrom and after the Closing, INDIRECTthis Article 9 shall be the sole and exclusive remedy for breaches of this Agreement and any and all Claims arising thereby (including any covenant, COLLATERALobligation, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KINDrepresentation or warranty contained in this Agreement or in the Escrow Agreement). Recovery for any Claims with respect to remedies that cannot be waived as a matter of Law shall, ARISING OUT OF THIS AGREEMENT; PROVIDEDin all events, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTYS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VI WITH RESPECT TO THIRD PARTY CLAIMS OR UNDER THE SEPARATION AGREEMENT. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTYS BARGAIN HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONSbe made first against the Escrow Amount and liability for any Claims in excess of the Escrow Amount shall be several and not joint among the Securityholders and limited to the Per Share Closing Payments and Per Share Deferred Payment(s) received by each such Securityholder.