Common use of Limitation on Damages and Liability Clause in Contracts

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF [*] OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES (OR WITH RESPECT TO SALIX, ITS DISTRIBUTORS), NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT UNDER THIS AGREEMENT, (B) THE USE OF OR REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (C) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF [*] OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES (OR WITH RESPECT TO SALIX, ITS DISTRIBUTORS), NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT UNDER THIS AGREEMENT, (B) THE USE OF OR REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (C) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED PURSUANT TO ARTICLE 10 OR TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF [*] OR GROSS NEGLIGENCE AND INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES (OR WITH RESPECT TO SALIXLICENSEE, ITS SUBLICENSEES OR DISTRIBUTORS, OR WITH RESPECT TO CANBAS, THE CANBAS DISTRIBUTORS OR CANBAS LICENSEES), NEITHER OR WITH RESPECT TO THIRD PARTY NOR CLAIMS UNDER SECTION 13.1 OR 13.2, NO PARTY OR ANY OF ITS THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR FOR LOST PROFITS, MILESTONES PROFITS OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING WITH RESPECT TO ANY LIABILITY ARISING OUT OF (Aa) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT OR LICENSED COMPOUND UNDER THIS AGREEMENT, (Bb) THE USE PRACTICE OF OR THE CANBAS PATENTS, CANBAS KNOW-HOW, (c) REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR THE DRUG MASTER FILE, OR (Cd) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF [*] OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES (OR OTHER THAN WITH RESPECT TO SALIXCLAIMS UNDER SECTIONS 10. AND 10.2, ITS DISTRIBUTORS)TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WITH RESPECT TO A CLAIM ARISING OUT OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR FOR LOST PROFITS, MILESTONES REVENUE OR ROYALTIESINCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT UNDER WITH RESPECT TO THIS AGREEMENT, (B) THE USE OF OR REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (C) ANY BREACH OF OR FAILURE TO PERFORM ANY EVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT; PROVIDEDSUCH DAMAGES. FOR CLARITY, HOWEVER, THAT THIS EXCLUSION IS THE FOREGOING SHALL NOT INTENDED TO EXCLUDE DAMAGES OWED LIMIT EITHER PARTY’S RIGHTS OR OBLIGATIONS UNDER SECTION 10.1 OR 10.2 WITH RESPECT TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPEPARTY CLAIMS AND LOSSES.

Limitation on Damages and Liability. EXCEPT GERDAU ACKNOWLEDGES THAT RSWA IS NOT A MANUFACTURER, THE AGENT OF A MANUFACTURER OR ENGAGED IN CIRCUMSTANCES THE SALE OR DISTRIBUTION OF [*] THE EQUIPMENT AND HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATIONS OR INTENTIONAL MISCONDUCT BY A PARTY WARRANTIES, EXPRESS OR ITS AFFILIATES IMPLIED, AS TO MERCHANTABILITY, PERFORMANCE, COMPLIANCE WITH SPECIFICATIONS, CONDITION, FITNESS OR SUBLICENSEES (SUITABILITY OF ANY OF THE EQUIPMENT FOR THE PURPOSES OF GERDAU OR MAKE ANY OTHER REPRESENTATION WITH RESPECT TO SALIXTHERETO. GERDAU ACCEPTS THE EQUIPMENT “AS IS, ITS DISTRIBUTORS), NEITHER PARTY NOR ANY OF ITS AFFILIATES WHERE IS”. RSWA SHALL NOT BE LIABLE TO GERDAU FOR ANY LOSS, CLAIM, LIABILITY, COST, DAMAGE OR EXPENSE OF ANY KIND CAUSED, OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EQUIPMENT, OR BY AN INADEQUACY THEREOF FOR ANY PURPOSE, OR BY ANY DEFECT THEREIN, OR THE OTHER PARTY FOR SPECIALUSE OR MAINTENANCE THEREOF, PUNITIVEOR ANY REPAIRS, SERVICING OR ADJUSTMENTS THEREOF, OR ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE SAME, OR ANY INTERRUPTION OR LOSS OF SERVICE OR USE THEREOF, OR ANY LOSS OF BUSINESS, LOSS OF PROFITS, OR INDIRECT, INCIDENTAL, EXEMPLARY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT UNDER THIS AGREEMENT, (B) THE USE OF OR REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (C) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.

Limitation on Damages and Liability. 8.4.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CIRCUMSTANCES OF [*] (I) FRAUD OR INTENTIONAL MISCONDUCT BY A PARTY FRAUDULENT MISREPRESENTATION, (II) GROSS NEGLIGENCE OR ITS AFFILIATES WILLFUL MISCONDUCT, OR SUBLICENSEES (III) BREACH OF THE PROVISIONS OF ARTICLE 7, AND WITHOUT LIMITING THE PARTIES’ OBLIGATIONS UNDER SECTION 8.1 OR 8.2 WITH RESPECT TO SALIX, ITS DISTRIBUTORS)THIRD PARTY CLAIMS, NEITHER PARTY BUYER NOR ANY OF ITS AFFILIATES SELLER SHALL BE LIABLE TO THE OTHER PARTY OTHER, OR THEIR AFFILIATES, FOR ANY CLAIMS, DEMANDS OR SUITS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY INDIRECT OR CONSEQUENTIAL MULTIPLE DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST LOSS OF PROFITS, MILESTONES REVENUE OR ROYALTIESINCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY (WHETHER OR NOT FORESEEABLE AT THE EFFECTIVE DATE) CONNECTED WITH OR RESULTING FROM ANY BREACH OF THIS AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONTRACTCONNECTION HEREWITH, WARRANTY, NEGLIGENCE, TORT, STRICT OR RELATED HERETO (OR THE ASSET PURCHASE AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT TO THE EXTENT SUCH LIABILITY OR OTHERWISE, ARISING OUT ARISES AS A RESULT OF (A) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT A PARTY’S ACTIVITIES UNDER THIS AGREEMENT), (B) THE USE OF OR REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (C) INCLUDING ANY SUCH DAMAGES THAT ARE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW OR FAILURE TO PERFORM ANY OTHER THEORY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPERECOVERY.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF [*] GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY (OR IN THE CASE OF LICENSEE, ITS SUBLICENSEES OR DISTRIBUTORS) OR ITS AFFILIATES OR SUBLICENSEES (AFFILIATES, OR WITH RESPECT TO SALIXTHIRD PARTY CLAIMS UNDER SECTION 9.1 OR SECTION 9.2, ITS DISTRIBUTORS)OR WITH RESPECT TO A BREACH OF ARTICLE 7, NEITHER PARTY NOR ANY OF ITS THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR THE OTHER ALLERGAN INDEMNITEES OR OTHER LICENSEE INDEMNITEES, AS APPLICABLE, FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR FOR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING AS A RESULT OF (Aa) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT PRODUCTS UNDER THIS AGREEMENT, (Bb) THE USE OF OR REFERENCE TO THE LICENSED PATENTS, JOINT PATENTS, LICENSED KNOW-HOW, JOINT KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (Cc) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF [*] OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES (OR WITH RESPECT TO SALIX, ITS DISTRIBUTORS), NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT UNDER THIS AGREEMENT, (B) THE USE OF OR REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (C) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.,