Common use of Limitation on Damages Clause in Contracts

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. WITHOUT LIMITING THE PROVISIONS OF SECTION 4 OF THIS AGREEMENT AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, UNDER LESSOR SHALL HAVE NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OBLIGATION OR LIABILITY WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR GROSS NEGLIGENCE) OR STRICT LIABILITY OR OTHERWISE FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE INCIDENTAL OR SPECULATIVE DAMAGES, CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY BREACH OF THIS AGREEMENT OR INDIRECT DAMAGES FOR LOST PROFITS THE PROCEDURES SET FORTH IN THE MANUAL (OR LOSS OF USE ANY MANUAL REFERENCED THEREIN) OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID ANY NONCONFORMANCE OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR DEFECT IN ANY WAY RELATED SERVICE OR WORKMANSHIP OR ANY SERVICED PART OR OTHER MATERIAL, COMPONENT, ACCESSORY, EQUIPMENT OR PRODUCT PROVIDED OR DELIVERED PURSUANT TO THIS AGREEMENT. FURTHERMORE, LESSOR'S LIABILITY FOR DAMAGES, IF ANY, ARISING AS A RESULT OF ANY OTHER TRANSACTION DOCUMENTBREACH OF, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING DEFAULT BY LESSOR UNDER, THIS AGREEMENT (INCLUDING ANY BREACH OF WARRANTY) SHALL IN CONNECTION WITH NO EVENT EXCEED LESSEE'S DIRECT, ACTUAL AND REASONABLE DAMAGES (AFTER TAKING INTO ACCOUNT AMOUNTS THAT WOULD HAVE BEEN PAID TO LESSOR AS SUPPLEMENTAL RENT BUT FOR SUCH BREACH OR IN ANY WAY RELATED DEFAULT) SUFFERED BY LESSEE TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OBTAIN SUBSTITUTE COMPARABLE MAINTENANCE SERVICES FOR THE AIRCRAFT FOR THE REMAINDER OF THE LEASE TERM AFTER THE DATE OF SUCH BREACH OR THE TRANSACTIONS CONTEMPLATED HEREBYDEFAULT.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, DAMAGES OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, DAMAGES OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER NO ANY CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED OR LEGAL THEORY FOR DAMAGES RELATED TO RECOVER FROM THE OTHER PARTY INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, EXEMPLARYINDIRECT, REMOTE INCIDENTAL, COLLATERAL OR SPECULATIVE CONSEQUENTIAL DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS TO A PERSON WHO IS NOT A MEMBER OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, ANY GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES FOR THE PURPOSES OF THIS AGREEMENT NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 7.15. THIS SECTION SURVIVES THE TERMINATION OR IN ANY WAY RELATED TO EXPIRATION OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. For the breach or non-performance by any Party of any representation, warranty, covenant, or agreement contained in this Agreement, the liability of the obligor shall be limited to direct actual damages only, except to the extent that the obligee is entitled to specific performance or injunctive relief. AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES PARTY SHALL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE ANY OTHER PARTY AS THE RESULT OF A BREACH OR A VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR CONDITION CONTAINED IN THIS AGREEMENT FOR SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE INDIRECT DAMAGES, LOST PROFITS, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, IN CONTRACT, UNDER ANY INDEMNITY PROVISION, ARISING BY OPERATION OF USE OR BUSINESS OPPORTUNITY LAW (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYINCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), ARISING UNDEROR OTHERWISE. WITH RESPECT TO CLAIMS BY THIRD PERSONS, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, A PARTY MAY RECOVER FROM ANY OTHER TRANSACTION DOCUMENTPARTY ALL COSTS, EXPENSES, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYDAMAGES (INCLUDING, ON BEHALF OF ITSELF AND ITS AFFILIATESWITHOUT LIMITATION, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER BUSINESS INTERRUPTION DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT ADDITION TO THE EXTENT CONSTITUTING ACTUAL DIRECT DAMAGES PAID OR PAYABLE OWED TO AN UNAFFILIATED ANY SUCH THIRD PARTY), ARISING UNDER, PERSON IN CONNECTION WITH SETTLEMENT OR IN ANY WAY RELATED SATISFACTION OF CLAIMS AS TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR WHICH THE TRANSACTIONS CONTEMPLATED HEREBYRELEVANT PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN THE MAXIMUM LIABILITY OF THE PROVIDING PARTY, ITS DIRECTORS, OFFICERS, AND AFFILIATES, TO THE CONTRARYRECIPIENT PARTY FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, UNDER AND THE RECIPIENT PARTY’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY SUCH RECIPIENT PARTY TO THE PROVIDING PARTY HEREUNDER FOR THE PORTION OF THE SERVICES GIVING RISE TO ANY CLAIM. IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY THE PROVIDING PARTY, ITS DIRECTORS, OFFICERS, SUBSIDIARIES, AND AFFILIATES BE ENTITLED TO RECOVER FROM THE OTHER PARTY LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE EXEMPLARY OR SPECULATIVE DAMAGES, PUNITIVE DAMAGES ARISING OUT OF OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT RELATING TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO SERVICES PROVIDED UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR EVEN IF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF PROVIDING PARTY HAS BEEN ADVISED OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE THE POSSIBILITY OF SUCH DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS AND NOTWITHSTANDING THE FAILURE OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ESSENTIAL PURPOSE OF ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYLIMITED REMEDY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN NEITHER PARTY NOR ITS SUBSIDIARIES OR AFFILIATES NOR THE OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTICIPANTS, PARTNERS, MEMBERS, SHAREHOLDERS, PRINCIPALS, DIRECTORS, SUCCESSORS OR ASSIGNS OF ANY OF THEM SHALL IN ANY EVENT BE LIABLE TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATES OR THE OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTICIPANTS, PARTNERS, MEMBERS, SHAREHOLDERS, PRINCIPALS OR DIRECTORS OF ANY SPECIALOF THEM FOR CLAIMS FOR INCIDENTAL, INDIRECTPUNITIVE, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, EXEMPLARY OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)ANY NATURE, ARISING UNDERAT ANY TIME, FROM ANY CAUSE WHATSOEVER, WHETHER ARISING IN CONNECTION TORT, CONTRACT, WARRANTY, STRICT LIABILITY, BY OPERATION OF LAW OR OTHERWISE, CONNECTED WITH OR RESULTING FROM PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS SECTION 16.2 IS NOT INTENDED, NOR SHALL IT BE CONSTRUED, TO LIMIT OR ELIMINATE A PARTY'S OBLIGATION TO PAY LIQUIDATED DAMAGES OR TERMINATION PAYMENTS OR MAKE ANY OTHER PAYMENTS EXPRESSLY CONTEMPLATED HEREIN, OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION COLLATERAL DOCUMENT, EVEN IF IT MAY BE POSSIBLE TO CHARACTERIZE SUCH LIQUIDATED DAMAGES OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIALTERMINATION PAYMENTS OR OTHER PAYMENTS AS INCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, CONSEQUENTIAL OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYDAMAGES.

Limitation on Damages. EXCEPT IN THE CASE OF A PARTY’S FRAUD, RECKLESSNESS OR WILLFUL MISCONDUCT, OR THE EVENT OF THIRD PARTY LIABILITY, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY OR ANY OF ITS AFFILIATES, OFFICERS, TRUSTEES, DIRECTORS, CONTRACTORS, SUBCONTRACTORS, ATTORNEYS, AGENTS, REPRESENTATIVES OR AFFILIATES, FOR ANY DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING FROM THIS LEASE OR ANY OF THE ACTIONS OR TRANSACTIONS PROVIDED FOR HEREIN, OTHER THAN ACTUAL DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT BETWEEN THEM, UNDER IN NO CIRCUMSTANCES EVENT SHALL EITHER ANY PARTY BE ENTITLED TO RECOVER FROM THE LIABLE UNDER THIS LEASE OR OTHER PARTY AGREEMENT, OR OTHERWISE AT LAW OR IN EQUITY, FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOST PROFITS OR DAMAGES THAT ARE REMOTE, SPECULATIVE, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE UNFORESEEN OR SPECULATIVE DAMAGESIMPROBABLE, OR INDIRECT ANY OTHER DAMAGES FOR LOST PROFITS OR LOSS OTHER THAN ACTUAL DAMAGES. EACH PARTY HEREBY RELEASES THE OTHER PARTIES AND THEIR CONTRACTORS, SUBCONTRACTORS, AGENTS, AND AFFILIATES FROM ANY OF USE OR BUSINESS OPPORTUNITY THOSE DAMAGES (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED A THIRD PARTYPARTY IN A THIRD PARTY CLAIM), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER NO ANY CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED OR LEGAL THEORY FOR DAMAGES RELATED TO RECOVER FROM THE OTHER PARTY INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, EXEMPLARYINDIRECT, REMOTE INCIDENTAL, COLLATERAL OR SPECULATIVE CONSEQUENTIAL DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS TO A PERSON WHO IS NOT A MEMBER OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES FOR THE PURPOSES OF THIS AGREEMENT NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.5. THIS SECTION SURVIVES THE TERMINATION OR IN ANY WAY RELATED TO EXPIRATION OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY LIABLE FOR ANY INDIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVEINCIDENTAL, EXEMPLARY, REMOTE PUNITIVE OR SPECULATIVE DAMAGESCONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES, OR INDIRECT DAMAGES FOR LOST PROFITS INJURY TO PERSONS OR LOSS PROPERTY) ARISING OUT OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH THIS AGREEMENT OR IN ITS SUBJECT MATTER. [***] AGGREGATE LIABILITY FOR ALL DAMAGES OF ANY WAY RELATED KIND RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT PAID BY SPONSOR 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, BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER TRANSACTION DOCUMENTGROUNDS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED, OR SHOULD HAVE KNOWN, OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF POSSIBILITY OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT EACH WARRANTY DISCLAIMER, EXCLUSION OF DAMAGES OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER LIMITATION OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT LIABILITY HEREIN IS INTENDED TO BE * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission SEVERABLE AND INDEPENDENT OF THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR PROVISIONS SINCE THEY EACH REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE TRANSACTIONS CONTEMPLATED HEREBYPARTIES.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CSMC BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM CSMC’S PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATIONS UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER THIS AGREEMENT, OR RESULTING FROM THE OTHER PARTY ANY SPECIALFURNISHING, INDIRECTPERFORMANCE, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS USE OR LOSS OF USE OF ANY PART OF THE SOFTWARE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT ANY OF YOUR DATA, INFORMATION OR OTHER PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF YOUR BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CSMC’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE EXTENT CONSTITUTING DAMAGES GREATER OF $500 OR THE AMOUNT PAID OR PAYABLE BY YOU DURING THE PRIOR ONE (1) YEAR FOR THE SOFTWARE. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE DISCLAIMERS SET FORTH ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT IN CONNECTION WITH ANY LOSSES INCURRED BY THIRD PARTIES FOR WHICH INDEMNIFICATION IS SOUGHT UNDER THE TERMS OF THIS AGREEMENT, NO CIRCUMSTANCES PARTY OR ITS AFFILIATES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT INCIDENTAL DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH THIS AGREEMENT OR IN ANY WAY RELATED THE BREACH THEREOF (INCLUDING CLAIMS PURSUANT TO THIS AGREEMENT, SECTION 11.2 OR ARTICLE XIV) OR UNDER ANY OTHER TRANSACTION DOCUMENTTHEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY, OR OTHERWISE, INCLUDING LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, DIMINUTION IN VALUE, OR BUSINESS INTERRUPTIONS. IN FURTHERANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY. FOREGOING, EACH PARTY, PARTY FOR ITSELF AND ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES AFFILIATES HEREBY WAIVE WAIVES ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE INCIDENTAL OR SPECULATIVE PUNITIVE DAMAGES, REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY ANY OTHER PARTY’S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYGROSS NEGLIGENCE), ARISING UNDERFAULT, OR LIABILITY WITHOUT FAULT IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. THE EXCLUSION OF SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES AS SET FORTH IN THE PRECEDING SENTENCE SHALL NOT APPLY TO ANY SUCH DAMAGES RECOVERED BY THIRD PARTIES AGAINST A MEMBER OF THE BUYER GROUP OR A MEMBER OF THE SELLER GROUP, AS THE CASE MAY BE, IN CONNECTION WITH OR IN ANY WAY RELATED LOSSES SUBJECT TO THIRD PARTY CLAIMS FOR INDEMNIFICATION UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN IN NO EVENT WILL ANY PARTY BE LIABLE TO THE CONTRARYOTHER PARTIES UNDER ANY THEORY OR CIRCUMSTANCE FOR LOST REVENUES OR INDIRECT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECTINCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE PUNITIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD NOR SHALL A PARTY)’S LIABILITY UNDER THIS MASTER CONTRACT, ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS PURCHASER AGREEMENT, OR PURCHASE ORDER/STATEMENT OF WORK, FOR ANY OTHER TRANSACTION DOCUMENTAND ALL CLAIMS ARISING OUT OF, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYRELATED TO, ON BEHALF OF ITSELF AND ITS AFFILIATESTHIS MASTER CONTRACT, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESPURCHASER AGREEMENT, OR INDIRECT DAMAGES PURCHASE ORDER/STATEMENT OF WORK, EXCEED TWO TIMES THE AMOUNT OF FEES ACTUALLY RECEIVED BY CONTRACTOR UNDER A PURCHASE ORDER/STATEMENT OF WORK FROM THE RELEVANT PURCHASER FOR LOST PROFITS OR LOSS THE SERVICE CONNECTED WITH THE EVENT WHICH GAVE RISE TO LIABILITY IN THE PAST 12 MONTHS.THE FOREGOING EXCLUSIONS OF USE OR BUSINESS OPPORTUNITY LIABILITY SHALL NOT APPLY TO: (I) A PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)THIS MASTER CONTRACT, ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS PURCHASER AGREEMENT, ANY OTHER TRANSACTION DOCUMENTOR PURCHASE ORDER/STATEMENT OF WORK; (II) A PARTY’S BREACH OF APPLICABLE LAWS; (III) A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS MASTER CONTRACT, PURCHASER AGREEMENT, OR PURCHASE ORDER/STATEMENT OF WORK; (IV) CLAIMS OR DAMAGES ARISING FROM A PARTY’S WILLFUL MISCONDUCT OR FRAUD; OR (V) PURCHASER’S OR ENTERPRISE SERVICE’S USE OF THE TRANSACTIONS CONTEMPLATED HEREBYSERVICES IN VIOLATION OF THE TERMS OF THIS MASTER CONTRACT, PURCHASER AGREEMENT, OR PURCHASE ORDER/STATEMENT OF WORK.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO IN NO EVENT SHALL THE CONTRARY, LIABILITY OF PPM FOR ANY AND ALL BREACHES OR DEFAULTS BY IT HEREUNDER OR UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESAN EEI AGREEMENT, OR INDIRECT DAMAGES FOR LOST PROFITS UNDER ANY DOCUMENT, INSTRUMENT OR LOSS OF USE TRANSACTION ENTERED INTO IN CONNECTION HEREWITH OR BUSINESS OPPORTUNITY (THEREWITH, EXCEED $*** IN ALL CASES THE AGGREGATE. EXCEPT TO THE EXTENT CONSTITUTING SUCH DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR ARE INCLUDED IN ANY WAY RELATED TO THIS AGREEMENTLIQUIDATED DAMAGES, ANY OTHER TRANSACTION DOCUMENTINDEMNIFICATION FOR THIRD PARTY DAMAGES, OR OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYOTHER PARTY FOR SPECIAL, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIALPUNITIVE, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE LOST PROFITS OR SPECULATIVE OTHER BUSINESS INTERRUPTION DAMAGES, OR INDIRECT EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE. THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR LOST PROFITS A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR LOSS MEASURE OF USE DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR BUSINESS OPPORTUNITY (MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL CASES EXCEPT OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S LIABILITY SHALL 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, IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT CONSTITUTING ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR PAYABLE IMPOSSIBLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTDETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE TRANSACTIONS CONTEMPLATED HEREBYDAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS SECTION RESTRICTS OR LIMITS THE OBLIGATIONS OF MMC ARISING PURSUANT TO SECTIONS 8 OR 9.1 HEREOF. ***Confidential Information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN THE PARTIES AGREE THAT NO PARTY HERETO (OR ITS RESPECTIVE AFFILIATES, AS APPLICABLE) OR TO ANY OTHER COMMERCIAL AGREEMENT SHALL BE LIABLE UNDER ANY OF THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY COMMERCIAL AGREEMENTS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE EXEMPLARY OR SPECULATIVE CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, LOSS OF USE OF FACILITY OR INDIRECT DAMAGES FOR LOST PROFITS EQUIPMENT, OR LOSS OF USE CUSTOMERS, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR BUSINESS OPPORTUNITY (OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR IF SUCH LOSSES OR DAMAGES COULD HAVE BEEN REASONABLY FORESEEN, UNLESS RESULTING FROM A PARTY’S ACTIONS THAT ARE FOUND TO CONSTITUTE WILLFUL MISCONDUCT OR TO HAVE BEEN TAKEN IN ALL CASES EXCEPT BAD FAITH OR IN THE EVENT THE LOSSES OR DAMAGES ARISE FROM A BREACH OF THE CONFIDENTIALITY OBLIGATIONS OF THE PARTIES OR THEIR AFFILIATES. NOTWITHSTANDING THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT COMPONENTS OF THE BREAK-UP FEE COMPENSATE GLENCORE FOR LOST PROFITS, AND THIS SECTION 13 SHALL NOT BE A DEFENCE TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYPAYMENT OF THE BREAK-UP FEE WHERE THE SAME IS CALCULATED IN ACCORDANCE WITH SECTIONS 4(c) AND 4(d), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. Subject to any limitations on the total amount of indemnification for which either Party is liable hereunder for any breach or non-performance by any Party of any representation, warranty, covenant, or agreement contained in this Agreement, the liability of the obligor shall be limited to direct actual damages only, except to the extent that the obligee is entitled to specific performance or injunctive relief. AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES NEITHER SELLER NOR BUYER SHALL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE OTHER PARTY AS THE RESULT OF A BREACH OR A VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR CONDITION CONTAINED IN THIS AGREEMENT FOR SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE INDIRECT DAMAGES, LOST PROFITS, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR OTHER BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDERINTERRUPTION DAMAGES, IN CONNECTION WITH OR TORT, IN CONTRACT, UNDER ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTINDEMNITY PROVISION, OR OTHERWISE. WITH RESPECT TO CLAIMS BY THIRD PERSONS, THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYINDEMNIFIED PARTY MAY RECOVER FROM THE INDEMNIFYING PARTY ALL COSTS, ON BEHALF OF ITSELF AND ITS AFFILIATESEXPENSES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY OR DAMAGES, INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE INDIRECT DAMAGES, LOST PROFITS, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR OTHER BUSINESS OPPORTUNITY (INTERRUPTION DAMAGES, OTHER THAN AND IN ALL CASES EXCEPT ADDITION TO THE EXTENT CONSTITUTING ACTUAL DIRECT DAMAGES PAID OR PAYABLE OWED TO AN UNAFFILIATED ANY SUCH THIRD PARTY), ARISING UNDER, PERSON IN CONNECTION WITH OR IN ANY WAY RELATED SATISFACTION OF CLAIMS WHICH HAVE BEEN LITIGATED AND FINALLY DETERMINED ON APPEAL AS TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR WHICH THE TRANSACTIONS CONTEMPLATED HEREBYINDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT IN CONNECTION WITH ANY LOSSES INCURRED BY THIRD PARTIES FOR WHICH INDEMNIFICATION IS SOUGHT UNDER THE TERMS OF THIS AGREEMENT, NO CIRCUMSTANCES PARTY SHALL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE ANY OTHER PARTY OR TO ANY OTHER PARTY’S INDEMNIFIED PARTIES FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESINCIDENTAL DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF (INCLUDING CLAIMS PURSUANT TO SECTION 11.2 OR ARTICLE XIV) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY, OR INDIRECT DAMAGES FOR LOST PROFITS OR OTHERWISE, INCLUDING LOSS OF USE USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, DIMINUTION IN VALUE, OR BUSINESS OPPORTUNITY (INTERRUPTIONS. IN ALL CASES EXCEPT TO FURTHERANCE OF THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)FOREGOING, ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY EACH PARTY RELEASES THE OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF PARTY AND ITS AFFILIATES, DOES HEREBY WAIVE WAIVES ANY RIGHT TO RECOVER ANY OF RECOVERY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESINCIDENTAL DAMAGES SUFFERED BY SUCH PARTY REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY ANY OTHER PARTY’S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYGROSS NEGLIGENCE), ARISING UNDERFAULT, OR LIABILITY WITHOUT FAULT. THE EXCLUSION OF SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES AS SET FORTH IN THE PRECEDING SENTENCE SHALL NOT APPLY TO ANY SUCH DAMAGES RECOVERED BY THIRD PARTIES AGAINST A MEMBER OF THE BUYER GROUP OR A MEMBER OF THE SELLER GROUP, AS THE CASE MAY BE, IN CONNECTION WITH OR IN ANY WAY RELATED TO LOSSES THAT MAY BE INDEMNIFIED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE AGREEMENTS CONTAINED IN THIS SECTION 15.16 ARE AN INTEGRAL PART OF THE TRANSACTION, ANY OTHER TRANSACTION DOCUMENTAND THAT, OR WITHOUT THESE AGREEMENTS, THE TRANSACTIONS CONTEMPLATED HEREBYPARTIES WOULD NOT ENTER INTO THIS AGREEMENT.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYEXCEPT FOR LICENSEE’S INDEMNITY OBLIGATIONS UNDER SECTION 9.1, UNDER IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY LIABLE FOR ANY INDIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVEINCIDENTAL, EXEMPLARY, REMOTE PUNITIVE OR SPECULATIVE DAMAGESCONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES, OR INDIRECT DAMAGES FOR LOST PROFITS INJURY TO PERSONS OR LOSS PROPERTY) ARISING OUT OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH THIS AGREEMENT OR IN ITS SUBJECT MATTER. TSRI’S AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES OF ANY WAY RELATED 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, BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER TRANSACTION DOCUMENTGROUNDS, OR AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF POSSIBILITY OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT EACH WARRANTY DISCLAIMER, EXCLUSION OF DAMAGES OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER LIMITATION OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT LIABILITY HEREIN IS INTENDED TO BE SEVERABLE AND INDEPENDENT OF THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR PROVISIONS SINCE THEY EACH REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE TRANSACTIONS CONTEMPLATED HEREBYPARTIES.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN EXCEPT (i) AS OTHERWISE SET FORTH IN THOSE SECTIONS OF THIS AGREEMENT CALLING FOR THE PAYMENT OF LIQUIDATED DAMAGES, (ii) AS SET FORTH IN SECTION 12.3, (iii) WITH RESPECT TO SELLER’S OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS TWC AND THE CONTRARYPURCHASERS WITH RESPECT TO THIRD PARTY CLAIMS IN ACCORDANCE WITH ARTICLES 14 AND 15, AND (iv) PAYMENT OBLIGATIONS UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM SECTION 6.4, THE MAXIMUM CUMULATIVE LIABILITY OF SELLER, ON THE ONE HAND, AND TWC AND THE TWC AFFILIATES IN THE AGGREGATE, ON THE OTHER PARTY HAND, WITH RESPECT TO ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE SINGLE CLAIM THAT ARISES OUT OF THE SAME EVENT OR SPECULATIVE DAMAGES, SERIES OF RELATED EVENTS ARISING OUT OF OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTWHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYOTHERWISE, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE EXTENT CONSTITUTING DAMAGES GREATER OF (A) ALL AMOUNTS PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)BY TWC AND ALL TWC AFFILIATES IN THE AGGREGATE UNDER THIS AGREEMENT DURING THE [**] MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH EVENT OR THE FIRST EVENT IN THE SERIES OF RELATED EVENTS OCCURRED, ARISING UNDER(OR, IN CONNECTION WITH IF SUCH EVENT OCCURS (1) DURING THE FIRST YEAR FOLLOWING THE EFFECTIVE DATE, THEN DURING THE [**] MONTH PERIOD IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, OR IN ANY WAY RELATED TO (2) FOLLOWING THE TERMINATION OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTTHEN DURING THE FINAL [**] MONTH PERIOD IN WHICH THIS AGREEMENT IS IN EFFECT), OR THE TRANSACTIONS CONTEMPLATED HEREBY(B) FIVE MILLION DOLLARS ($5,000,000).

Limitation on Damages. For the breach or non-performance by any Party of any representation, warranty, covenant, or agreement contained in this Agreement, the liability of the obligor shall be limited to direct actual damages only, except to the extent that the obligee is entitled to specific performance or injunctive relief. AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY IN THIS AGREEMENT, NEITHER SELLER OR THE COMPANY NOR BUYER SHALL BE LIABLE TO THE OTHER PARTY AS THE RESULT OF A BREACH OR A VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR CONDITION CONTAINED IN THIS AGREEMENT FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, IN CONTRACT, UNDER NO CIRCUMSTANCES SHALL EITHER ANY INDEMNITY PROVISION, ARISING BY OPERATION OF LAW (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), OR OTHERWISE. WITH RESPECT TO CLAIMS BY THIRD PERSONS, A PARTY BE ENTITLED TO MAY RECOVER FROM THE OTHER PARTY ANY ALL COSTS, EXPENSES, OR DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER BUSINESS INTERRUPTION DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT ADDITION TO THE EXTENT CONSTITUTING ACTUAL DIRECT DAMAGES PAID OR PAYABLE OWED TO AN UNAFFILIATED ANY SUCH THIRD PARTY), ARISING UNDER, PERSON IN CONNECTION WITH SETTLEMENT OR IN ANY WAY RELATED SATISFACTION OF CLAIMS AS TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR WHICH THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT RELEVANT PARTY IS ENTITLED TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYINDEMNIFICATION HEREUNDER.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN IN NO EVENT WILL ARTISAN COMPONENTS OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE TO THE CONTRARYREVENUES, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE PROFITS, OTHER PARTY ECONOMIC LOSS OR GOODWILL OR COSTS OF REPLACEMENT GOODS OR SERVICES OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVEINCIDENTAL, EXEMPLARY, REMOTE INDIRECT OR SPECULATIVE DAMAGESCONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, LICENSED INTEGRATED CIRCUITS OR THE LICENSED PRODUCTS, OR INDIRECT DAMAGES FOR LOST PROFITS RESULTING FROM ARTISAN'S PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR RESULTING FROM THE FURNISHING, PERFORMANCE, DELAY IN DELIVERY, OR USE OR LOSS OF USE OF ANY LICENSED PRODUCTS OR BUSINESS OPPORTUNITY OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID INCLUDING NEGLIGENCE) OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THEORY OF LIABILITY. THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF FOREGOING LIMITATIONS SHALL APPLY EVEN IF ARTISAN COMPONENTS HAS BEEN ADVISED OF ITSELF THE POSSIBILITY OF SUCH DAMAGES AND ITS AFFILIATES, DOES HEREBY WAIVE NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYLIMITED REMEDY STATED HEREIN.

Limitation on Damages. (A) SUBJECT TO SECTION 10.7(B) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY, OR TO THE OTHER'S INDEMNITEES, UNDER THIS AGREEMENT FOR ANY EXEMPLARY, PUNITIVE, REMOTE, SPECULATIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES, AND NO CIRCUMSTANCES CLAIM SHALL EITHER PARTY BE MADE OR AWARDED AGAINST THE ESCROW FUND OR ANY PARTY, FOR ANY SUCH DAMAGES; PROVIDED, HOWEVER, THIS SECTION 10.7 SHALL NOT LIMIT THE RIGHT OF BUYER TO RECOVER FROM THE ESCROW FUND (A) ANY LOSS OF PROFITS, TO THE EXTENT ACTUALLY SUFFERED, INCURRED OR PAID BY BUYER OR (B) ANY LOSS OF PROFITS, TO THE EXTENT ACTUALLY SUFFERED, INCURRED OR PAID BY BUYER, ARISING AS A RESULT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY CONTAINED IN SECTION 4.15 WHICH HAVE NOT BEEN THE SUBJECT OF AN ADJUSTMENT PURSUANT TO SECTION 2.3(D). (B) NOTHING CONTAINED IN SECTION 10.7(A), OR OTHERWISE IN THIS AGREEMENT SHALL LIMIT OR OTHERWISE AFFECT ANY RIGHTS OF BUYER TO RECOVER ANY LOSSES OR DAMAGES IN THE EVENT BUYER TERMINATES THIS AGREEMENT PURSUANT TO SECTION 9.1(D) AND WITHIN SIX MONTHS AFTER THE DATE OF SUCH TERMINATION ANY THIRD PERSON (A) ENTERS INTO AN AGREEMENT WITH PARENT, ANY REGENCY COMPANY OR THE PARENT MEMBERS (OR ANY OF THEIR RESPECTIVE SUCCESSORS) PROVIDING FOR, AND PURSUANT TO SUCH AGREEMENT CONSUMMATES, REGARDLESS OF WHETHER SUCH CONSUMMATION IS WITHIN SUCH SIX MONTH PERIOD OR THEREAFTER, A TRANSACTION, OR (B) OTHERWISE CONSUMMATES A TRANSACTION WHICH, IN THE CASE OF (A) OR (B), RESULTS IN THE ACQUISITION BY A THIRD PERSON (OR A GROUP OF RELATED THIRD PERSONS), THROUGH A PURCHASE OF THE EQUITY INTEREST, ASSETS, MERGER, CONSOLIDATION OR SIMILAR BUSINESS TRANSACTION, OF PARENT, REGENCY OR THE REGENCY COMPANIES, OF ALL OR A SUBSTANTIAL PORTION OF THE OUTSTANDING EQUITY INTEREST IN, OR ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF, THE REGENCY COMPANIES; PROVIDED, HOWEVER, THAT THE TOTAL AMOUNT OF LOSSES AND DAMAGES THAT BUYER SHALL BE ENTITLED TO RECOVER FROM IN SUCH EVENT SHALL BE LIMITED TO THE OTHER PARTY ANY SPECIALAMOUNT BY WHICH THE CONSIDERATION TO BE PAID BY THE PURCHASERS (INCLUDING DEBT TO BE ASSUMED) IN SUCH TRANSACTION EXCEEDS $405,000,000; AND PROVIDED FURTHER, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE THAT IN CALCULATING SUCH LOSSES AND DAMAGES, APPROPRIATE EFFECT SHALL BE GIVEN TO ANY PURCHASES OR INDIRECT DAMAGES FOR LOST PROFITS SALES OF ANY EQUITY INTERESTS, BUSINESSES, DIVISIONS, ASSETS OR LOSS PROPERTIES AFTER THE DATE OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN THIS AGREEMENT BY ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYREGENCY COMPANY.

Limitation on Damages. For the breach or non-performance by any party of any representation, warranty, covenant, or agreement contained in this Agreement, the liability of the obligor shall be limited to direct actual damages only, except to the extent that the obligee is entitled to specific performance or injunctive relief. AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY IN THIS AGREEMENT, NEITHER SELLERS NOR BUYER SHALL BE LIABLE TO THE OTHER PARTY AS THE RESULT OF A BREACH OR A VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR CONDITION CONTAINED IN THIS AGREEMENT FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, IN CONTRACT, UNDER NO CIRCUMSTANCES SHALL EITHER ANY INDEMNITY PROVISION, ARISING BY OPERATION OF LAW (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), OR OTHERWISE. WITH RESPECT TO CLAIMS BY THIRD PERSONS, A PARTY BE ENTITLED TO MAY RECOVER FROM THE OTHER PARTY ANY ALL COSTS, EXPENSES, OR DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER BUSINESS INTERRUPTION DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT ADDITION TO THE EXTENT CONSTITUTING ACTUAL DIRECT DAMAGES PAID OR PAYABLE OWED TO AN UNAFFILIATED ANY SUCH THIRD PARTY), ARISING UNDER, PERSON IN CONNECTION WITH SETTLEMENT OR IN ANY WAY RELATED SATISFACTION OF CLAIMS AS TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR WHICH THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT RELEVANT PARTY IS ENTITLED TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYINDEMNIFICATION HEREUNDER.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN (a) SUBJECT TO THE CONTRARYEXCLUSIONS SET FORTH IN SECTION 8.02(b) BELOW AND EXCEPT IN THE CASE OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES SHALL IF EITHER PARTY SHALL BE ENTITLED LIABLE TO RECOVER THE OTHER FOR ANY MATTER RELATING TO OR ARISING FROM THIS SERVICES AGREEMENT, WHETHER BASED UPON AN ACTION OR A CLAIM IN CONTRACT, WARRANTY, EQUITY, TORT, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE (INCLUDING ANY ACTION OR CLAIM ARISING FROM THE OTHER PARTY ANY SPECIALACTS OR OMISSIONS, INDIRECTNEGLIGENT OR OTHERWISE, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD LIABLE PARTY), ARISING UNDERTHE AGGREGATE AMOUNT OF DAMAGES RECOVERABLE AGAINST THE LIABLE PARTY WITH RESPECT TO ANY AND ALL BREACHES, IN CONNECTION WITH PERFORMANCE, NONPERFORMANCE, ACTS OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT OMISSIONS HEREUNDER WILL NOT EXCEED AN AMOUNT EQUAL TO THE EXTENT CONSTITUTING DAMAGES SERVICE FEES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYBETA SYSTEMS UNDER THIS SERVICES AGREEMENT DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT. [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission DAL02:525176.4 8 (b) The liability limitations in Section 8.02(a) or 8.03 below will not apply to any Losses arising from (i) a breach of Article VII, (ii) Beta System’s obligations under Section 9.01(c), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYor (iii) Proginet’s non-performance of its payment obligations for Services provided.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT AUTHORIZE ONE PARTY TO THE CONTRARYMAKE CLAIMS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER INCLUDE IN CALCULATION, SUE FOR, OR COLLECT FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE ITS OWN PUNITIVE DAMAGES, OR ITS OWN CONSEQUENTIAL, SPECIAL, INDIRECT OR SIMILAR DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING EXTENT, IN EACH CASE, (i) SUCH DAMAGES PAID ARE ACTUALLY AWARDED TO A GOVERNMENTAL AUTHORITY OR PAYABLE TO AN UNAFFILIATED OTHER THIRD PARTYPARTY OR (ii) SUCH DAMAGES (a) NATURALLY AND NECESSARILY FLOW FROM THE BREACH CAUSING SUCH DAMAGES AND (b) WERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THIS AGREEMENT), ARISING UNDERAND EACH PARTY EXPRESSLY WAIVES FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, ANY AND ALL CLAIMS IT MAY HAVE AGAINST THE OTHER PARTY FOR ITS OWN SUCH DAMAGES IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDEREXTENT, IN CONNECTION WITH EACH CASE, (i) SUCH DAMAGES ARE ACTUALLY AWARDED TO A GOVERNMENTAL AUTHORITY OR IN ANY WAY RELATED TO OTHER THIRD PARTY OR (ii) SUCH DAMAGES (a) NATURALLY AND NECESSARILY FLOW FROM THE BREACH CAUSING SUCH DAMAGES AND (b) WERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY).

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN FOR ANY BREACH HEREOF, LIABILITY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, SUCH DIRECT, ACTUAL DAMAGES SHALL BE THE CONTRARYSOLE AND EXCLUSIVE REMEDY, UNDER NO CIRCUMSTANCES AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE PUNITIVE OR SPECULATIVE DAMAGES, EXEMPLARY DAMAGES ARISING OUT OF OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR INCLUDING LOST PROFITS OR LOSS BUSINESS INTERRUPTION DAMAGES, WHETHER BASED ON STATUTE, CONTRACT, TORT, UNDER ANY INDEMNITY, INCLUDING ANY CLAIMS FOR MONETARY PENALTIES ASSESSED BY THE CALIFORNIA INDEPENDENT SYSTEM OPERATOR ASSOCIATED WITH THE SETTLEMENT QUALITY METER DATA REPORTING OR OTHERWISE, WITHOUT REGARD TO CAUSE OR THE NEGLIGENCE OF USE ANY PARTY, WHETHER SOLE, JOINT, ACTIVE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT PASSIVE, AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ANY SUCH LIABILITY, EVEN IF DURING THE TERM HEREOF IT ADVISES THE OTHER OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT CONSTITUTING ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR PAYABLE IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN UNAFFILIATED THIRD PARTY), ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY CLAIM ARISING UNDER, FROM A BREACH OF THE CONFIDENTIALITY PROVISIONS OF SECTION 13 OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, WITH THE EXPRESS EXCLUSION OF ANY CLAIM FOR INDEMNITY OR OTHER TRANSACTION DOCUMENTRIGHT UNDER SECTION 5, OR IN NO EVENT SHALL DM SERVICES PROVIDER’S LIABILITY TO LCE HEREUNDER EXCEED THE TRANSACTIONS CONTEMPLATED HEREBYAMOUNT OF THE FEES PAID TO DM SERVICES PROVIDER BY LCE FOR THE SERVICES PROVIDED HEREUNDER. THE PROVISIONS OF THIS ARTICLE 8 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, AND IN ADDITION TO ALL OTHER LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY ANY MEMBER, OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE EQUITYHOLDERS, MEMBERS, PARTNERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES, BE RESPONSIBLE OR LIABLE FOR, AND NO SUCH PERSONS SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY SEEK OR RECOVER, ANY SPECIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESSPECULATIVE, REMOTE, SPECIAL, OR INDIRECT CONSEQUENTIAL DAMAGES FOR (INCLUDING DAMAGES RELATED TO DIMINUTION IN VALUE, LOST PROFITS OR BUSINESS, LOST PROFITS, LOST REVENUE, LOST INCOME, LOSS OF USE OR BUSINESS OPPORTUNITY REPUTATION, GOODWILL OR OPPORTUNITY, LOSS OF DATA, FAILURE TO REALIZE SAVINGS OR BENEFITS, OR ANY DAMAGES BASED ON OR MEASURED BY ANY TYPE OF MULTIPLE), ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EXCEPT, IN EACH CASE, (IN ALL CASES EXCEPT A) TO THE EXTENT CONSTITUTING ANY SUCH DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE LOSSES CONSTITUTE DIRECT DAMAGES, OR INDIRECT DAMAGES WHICH, FOR LOST PROFITS OR LOSS THE AVOIDANCE OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT DOUBT, ARE NOT SUBJECT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.ANY

Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN BUT WITHOUT LIMITATION OF SECTION 10.2, NEITHER PURCHASER NOR SELLER, NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE ENTITLED TO LOSS OF PROFITS, OTHER THAN LOSS OF PROFITS CONSTITUTING DIRECT DAMAGES, OR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN SUCH DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH RESPONSIBILITY IS ALLOCATED BETWEEN THE PARTIES) AND PURCHASER AND SELLER, FOR THEMSELVES AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES, HEREBY EXPRESSLY WAIVE ANY RIGHT TO SUCH LOSS OF PROFITS, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER THAN SUCH DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH RESPONSIBILITY IS ALLOCATED BETWEEN THE PARTIES). NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY IN THIS SECTION 12.18 OR ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES NOTHING IN THIS SECTION 12.18 SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY CONSTRUED AS LIMITING ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT PERSON’S ABILITY TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DIRECT DAMAGES FOR (INCLUDING LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYTHAT ARE DIRECT DAMAGES) AS PROVIDED UNDER TEXAS LAW.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYQ SCIENCES, UNDER NO CIRCUMSTANCES ITS AFFILIATES (INCLUDING ANY PARENT OR SUBSIDIARY COMPANIES), LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AND ANY SUCCESSORS AND ASSIGNS, SHALL EITHER PARTY NOT BE ENTITLED TO RECOVER FROM THE OTHER PARTY LIABLE FOR ANY SPECIALDIRECT, INDIRECTINCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE INDIRECT OR SPECULATIVE PUNITIVE DAMAGES, OR INDIRECT INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR ANY OTHER DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO: (A) YOUR ACCESS TO, OR USE OF, OR BROWSING THE SITE, OR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGE TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT THEREOF; (B) THE USE OR BUSINESS OPPORTUNITY THE INABILITY TO USE THE SITE; (IN ALL CASES EXCEPT C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (F) ANY OTHER MATTER RELATING TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYSITE. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYThe foregoing limitation of liability shall apply to the maximum extent permitted by law.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER EACH PARTY BE ENTITLED TO RECOVER FROM HERETO HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES THE OTHER PARTY PARTIES TO THIS AGREEMENT FROM AND EXCLUDES ANY RECOVERY FOR ITS OWN SPECIAL, INDIRECTEXEMPLARY, PUNITIVE, CONSEQUENTIAL, PUNITIVEAND INDIRECT DAMAGES (INCLUDING LOSS OF, EXEMPLARYDAMAGE TO OR DELAY IN PROFIT, REMOTE REVENUE OR SPECULATIVE DAMAGESPRODUCTION) RELATING TO, ASSOCIATED WITH, OR INDIRECT ARISING OUT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY SUCH DAMAGES FOR LOST PROFITS RELATING TO, ASSOCIATED WITH OR LOSS ARISING OUT OF USE OR BUSINESS OPPORTUNITY (MATTERS INVOLVING ANY PARTY ACTING IN ALL CASES ITS CAPACITY AS A PARTY HERETO, EXCEPT TO THE EXTENT CONSTITUTING ANY SUCH PARTY SUFFERS SUCH DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED A THIRD PARTY), ARISING UNDER, WHICH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH OR IN ANY WAY RELATED DEFENDING AGAINST SUCH DAMAGES) SHALL NOT BE EXCLUDED BY THIS PROVISION AS TO THIS AGREEMENTRECOVERY HEREUNDER. NO LAW, ANY OTHER TRANSACTION DOCUMENTTHEORY, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYPUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESDIMINISH, OR INDIRECT DAMAGES FOR LOST PROFITS REDUCE THE EFFECTIVENESS OF THE FOREGOING WAIVER, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES HERETO THAT SUCH DAMAGE WAIVER, EXCLUSION, DISCLAIMER, AND RELEASE IS TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYCONCURRENT), ARISING UNDERGROSS NEGLIGENCE, IN CONNECTION WITH WILLFUL MISCONDUCT, STRICT LIABILITY OR IN OTHER LEGAL FAULT OF ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYPARTY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYEXCEPT FOR A BREACH OF SECTION 9(n), UNDER IN NO CIRCUMSTANCES SHALL EVENT WILL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT LOSS, INCLUDING TIME, MONEY, GOODWILL, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE CONSEQUENTIAL OR SPECULATIVE PUNITIVE DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY OR CAUSE OF ACTION BASED ON EITHER PARTY'S, OR ANY SUPPLIER'S, USE, INABILITY TO USE, OPERATE, ADMINISTER OR MODIFY THIS AGREEMENT OR THE PROGRAM OR ANY OF THE TRANSACTIONS HEREUNDER OR THEREUNDER, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST BUSINESS, LOST REVENUE, LOST PROFITS, LOST DATA, OR LOST GOODWILL EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF SUCH DAMAGE. EXCEPT FOR A PARTY'S OBLIGATION TO PAY THE OTHER PARTY AS SET FORTH IN SECTION 3 AND SECTION 8(b) ABOVE, A PARTY'S TOTAL LIABILITY FOR PROVEN DIRECT DAMAGES UPON ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE TRADE PAYABLE FEES PAYABLE TO GMAC CF UNDER THIS AGREEMENT. IN ADDITION, Company SHALL DEFEND AND INDEMNIFY GMAC CF AGAINST ANY DAMAGES, LOSS, CLAIMS AND COSTS INCURRED BY OR INDIRECT DAMAGES FOR LOST PROFITS AWARDED AGAINST GMAC CF ARISING OUT OF (i) A BREACH BY Company OF THEIR RESPECTIVE REPRESENTATIONS, WARRANTIES OR LOSS AGREEMENTS UNDER THIS AGREEMENT, AND (ii) ANY CLAIM OF USE ANY SUPPLIER OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED OTHER THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY PARTY RELATED TO THIS AGREEMENT, THE PROGRAM, THE SUPPLIER AGREEMENTS OR ANY OTHER TRANSACTION DOCUMENT, OR OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE HEREUNDER OR SPECULATIVE THEREUNDER EXCEPT THAT THE FOREGOING SHALL EXCLUDE DAMAGES, LOSS, CLAIMS AND COSTS ARISING AS A RESULT OF GMAC'S BREACH OF ITS OBLIGATIONS HEREUNDER, CF'S GROSS NEGLIGENCE OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS WILLFUL MISCONDUCT, ALL AS DETERMINED PURSUANT TO A FINAL AND NON-APPEALABLE ORDER OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYA COURT OF COMPETENT JURISDICTION.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN IN THIS AGREEMENT TO THE CONTRARY, UNDER (a) NO CIRCUMSTANCES PARTY SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY FOR ANY SPECIALCONSEQUENTIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE ENHANCED DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE REVENUES, OR BUSINESS OPPORTUNITY (DIMINUTION IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)VALUE, ARISING UNDEROUT OF, OR RELATING TO, OR IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. , REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (IV) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, AND (b) EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES PARTY HEREBY WAIVE EXPRESSLY WAIVES ANY RIGHT TO RECOVER ANY SPECIALSUCH CONSEQUENTIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE ENHANCED DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE REVENUES, OR BUSINESS OPPORTUNITY (DIMINUTION IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, VALUE IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF 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, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE CONTRARYSOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, UNDER NO CIRCUMSTANCES AND EXCEPT FOR THE PAYMENT OF LIQUIDATED DAMAGES SPECIFIED HEREIN, NEITHER PARTY NOR THEIR AFFILIATES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIALLIABLE FOR CONSEQUENTIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE EXEMPLARY OR SPECULATIVE INDIRECT DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. TO THE EXTENT CONSTITUTING ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE ACTUAL DAMAGES ARE DIFFICULT OR PAYABLE IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN UNAFFILIATED THIRD PARTY), ARISING UNDER, ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES DO NOT CONSTITUTE A PENALTY AND ARE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT IN NO EVENT SHALL GULF POWER’S LIABILITY TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES SELLER FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT A TERMINATION PAYMENT UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE EXTENT CONSTITUTING DAMAGES PAID OR SUM OF ANY AMOUNTS THEN OWED BY GULF POWER HEREUNDER PLUS THE TOTAL OF ALL REMAINING MONTHLY CAPACITY PAYMENTS FOLLOWING TERMINATION THAT WOULD HAVE BEEN PAYABLE TO AN UNAFFILIATED THIRD PARTY)SHELL UNDER THIS AGREEMENT HAD THE AGREEMENT REMAINED IN EFFECT THROUGH MAY 24, ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY2023.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN NEITHER PARTY NOR ITS SUBSIDIARIES OR AFFILIATES NOR THE OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTICIPANTS, PARTNERS, MEMBERS, SHAREHOLDERS, PRINCIPALS, DIRECTORS, TRUSTEES, SUCCESSORS OR ASSIGNS OF ANY OF THEM SHALL IN ANY EVENT BE LIABLE TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATES OR THE OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, PARTICIPANTS, PARTNERS, MEMBERS, SHAREHOLDERS, PRINCIPALS, DIRECTORS OR TRUSTEES OF ANY SPECIAL, INDIRECT, CONSEQUENTIALOF THEM FOR INCIDENTAL, PUNITIVE, EXEMPLARYCONSEQUENTIAL (EXCEPT AS PROVIDED FOR HEREIN), REMOTE OR SPECULATIVE DAMAGESSPECIAL, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)ANY NATURE, ARISING UNDERAT ANY TIME, FROM ANY CAUSE WHATSOEVER, WHETHER ARISING IN CONNECTION TORT, CONTRACT, WARRANTY, STRICT LIABILITY, BY OPERATION OF LAW OR OTHERWISE, CONNECTED WITH OR IN ANY WAY RELATED TO RESULTING FROM PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, . NOTHING IN THIS SECTION 17.3 SHALL BE DEEMED TO AFFECT OR LIMIT THE TRANSACTIONS CONTEMPLATED HEREBY. EACH RIGHT OF AN INDEMNIFIED PARTY TO CLAIM INDEMNIFICATION FROM THE INDEMNIFYING PARTY UNDER SECTION 17.1 IN RESPECT OF A THIRD PARTY CLAIM AGAINST THE INDEMNIFIED PARTY FOR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM THE INDEMNIFYING PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE ’S NEGLIGENCE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYWILLFUL MISCONDUCT.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER NO ANY CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED OR LEGAL THEORY FOR DAMAGES RELATED TO RECOVER FROM THE OTHER PARTY INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, EXEMPLARYINDIRECT, REMOTE INCIDENTAL, COLLATERAL OR SPECULATIVE CONSEQUENTIAL DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS TO A PERSON WHO IS NOT A MEMBER OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES FOR THE PURPOSES OF THIS AGREEMENT NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 7.15. THIS SECTION SURVIVES THE TERMINATION OR IN ANY WAY RELATED TO EXPIRATION OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN THE MAXIMUM LIABILITY OF ANY PROVIDING PARTY, ITS DIRECTORS, OFFICERS, AND AFFILIATES, TO ANY OF THE BUYING PARTIES FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND ANY RECIPIENT PARTY’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE CONTRARYTOTAL FEES PAID BY SUCH RECIPIENT PARTY TO THE PROVIDING PARTY HEREUNDER FOR THE PORTION OF THE SERVICES GIVING RISE TO ANY CLAIM. IN NO EVENT SHALL THE PROVIDING PARTY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY ITS DIRECTORS, OFFICERS, RETAINED BUSINESSES, AND AFFILIATES BE ENTITLED TO RECOVER FROM THE OTHER PARTY LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE EXEMPLARY OR SPECULATIVE DAMAGES, PUNITIVE DAMAGES ARISING OUT OF OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT RELATING TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO SERVICES PROVIDED UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR EVEN IF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF PROVIDING PARTY HAS BEEN ADVISED OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE THE POSSIBILITY OF SUCH DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS AND NOTWITHSTANDING THE FAILURE OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ESSENTIAL PURPOSE OF ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYLIMITED REMEDY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN NO PARTY SHALL BE LIABLE TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE ANY OTHER PARTY OR TO ANY OTHER PARTY’S INDEMNIFIED PARTIES FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESINCIDENTAL DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF (INCLUDING CLAIMS PURSUANT TO SECTION 12.3 OR ARTICLE XV) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY, OR INDIRECT DAMAGES FOR LOST PROFITS OR OTHERWISE, INCLUDING LOSS OF USE USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, OR BUSINESS OPPORTUNITY (INTERRUPTIONS. IN ALL CASES EXCEPT TO FURTHERANCE OF THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)FOREGOING, ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY EACH PARTY RELEASES THE OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF PARTY AND ITS AFFILIATES, DOES HEREBY WAIVE WAIVES ANY RIGHT TO RECOVER ANY OF RECOVERY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESINCIDENTAL DAMAGES SUFFERED BY SUCH PARTY REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY ANY OTHER PARTY’S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYGROSS NEGLIGENCE), ARISING UNDERFAULT, OR LIABILITY WITHOUT FAULT. THE EXCLUSION OF SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES AS SET FORTH IN THE PRECEDING SENTENCE SHALL NOT APPLY TO ANY SUCH DAMAGES RECOVERED BY THIRD PARTIES AGAINST A BUYER INDEMNIFIED PARTY OR A SELLER INDEMNIFIED PARTY, AS THE CASE MAY BE, IN CONNECTION WITH OR IN ANY WAY RELATED TO LOSSES THAT MAY BE INDEMNIFIED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE AGREEMENTS CONTAINED IN THIS SECTION 16.14 ARE AN INTEGRAL PART OF THE TRANSACTION, ANY OTHER TRANSACTION DOCUMENTAND THAT, OR WITHOUT THESE AGREEMENTS, THE TRANSACTIONS CONTEMPLATED HEREBYPARTIES WOULD NOT ENTER INTO THIS AGREEMENT.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYQ SCIENCES, UNDER NO CIRCUMSTANCES ITS AFFILIATES (INCLUDING ANYPARENT OR SUBSIDIARY COMPANIES), LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AND ANY SUCCESSORS AND ASSIGNS, SHALL EITHER PARTY NOT BE ENTITLED TO RECOVER FROM THE OTHER PARTY LIABLE FOR ANY SPECIALDIRECT, INDIRECTINCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE INDIRECT OR SPECULATIVE PUNITIVE DAMAGES, OR INDIRECT INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR ANY OTHER DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO: (A) YOUR ACCESS TO, OR USE OF, OR BROWSING THE SITE, OR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGE TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT THEREOF; (B) THE USE OR BUSINESS OPPORTUNITY THE INABILITY TO USE THE SITE; (IN ALL CASES EXCEPT C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (F) ANY OTHER MATTER RELATING TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYSITE. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYThe foregoing limitation of liability shall apply to the maximum extent permitted by law.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN IN THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES NEITHER PARTY SHALL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE OTHER PARTY ANY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVEPUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, EXEMPLARYWHETHER TORT, REMOTE NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, INDEMNITY OR SPECULATIVE DAMAGESOTHERWISE, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES INCLUDING, EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYAS SPECIFICALLY SET FORTH SECTION 11.2(b)(2), ARISING UNDERANY BUYER HEDGE LOSSES, AND IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENTFURTHERANCE OF THE FOREGOING, ANY EACH PARTY RELEASES THE OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF PARTY AND ITS AFFILIATES, DOES HEREBY WAIVE WAIVES ANY RIGHT TO RECOVER ANY OF RECOVERY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVEPUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY THE OTHER PARTY’S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE, EXEMPLARYJOINT, REMOTE CONCURRENT, ACTIVE, PASSIVE OR SPECULATIVE DAMAGESGROSS NEGLIGENCE), FAULT, OR INDIRECT LIABILITY WITHOUT FAULT; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST (1) CLAIMS ASSERTED BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD-PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES FOR LOST PROFITS OR LOSS (2) ANY LOSSES THAT ARE THE REASONABLY FORESEEABLE RESULT OF USE ANY BREACH, DEFAULT, ACT OR BUSINESS OPPORTUNITY (IN ALL CASES OMISSION OF SUCH FIRST PARTY; PROVIDED FURTHER, HOWEVER, EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYAS SPECIFICALLY SET FORTH SECTION 11.2(B)(2), ARISING UNDER, IN CONNECTION WITH OR IN BUYER MAY NOT RECOVER ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYBUYER HEDGE LOSSES.

Limitation on Damages. For the breach or non-performance by any Party of any representation, warranty, covenant, or agreement contained in this Agreement, the liability of the obligor shall be limited to direct actual damages only, except to the extent that the obligee is entitled to specific performance or injunctive relief. AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY IN THIS AGREEMENT, NEITHER SELLER NOR BUYER SHALL BE LIABLE TO THE OTHER PARTY AS THE RESULT OF A BREACH OR A VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR CONDITION CONTAINED IN THIS AGREEMENT FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, IN CONTRACT, UNDER NO CIRCUMSTANCES SHALL EITHER ANY INDEMNITY PROVISION, ARISING BY OPERATION OF LAW (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), OR OTHERWISE. WITH RESPECT TO CLAIMS BY THIRD PERSONS, A PARTY BE ENTITLED TO MAY RECOVER FROM THE OTHER PARTY ANY ALL COSTS, EXPENSES, OR DAMAGES (INCLUDING SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER BUSINESS INTERRUPTION DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT ADDITION TO THE EXTENT CONSTITUTING DIRECT ACTUAL DAMAGES PAID OR PAYABLE OWED TO AN UNAFFILIATED ANY SUCH THIRD PARTY), ARISING UNDER, PERSON IN CONNECTION WITH SETTLEMENT OR IN ANY WAY RELATED SATISFACTION OF CLAIMS AS TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR WHICH THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT RELEVANT PARTY IS ENTITLED TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYINDEMNIFICATION HEREUNDER.

Limitation on Damages. NOTWITHSTANDING ANYTHING THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS‌ AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN TO PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE CONTRARYSOLE AND EXCLUSIVE REMEDY, UNDER NO CIRCUMSTANCES THE OBLIGOR’S LIABILITY SHALL EITHER BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIALLIABLE FOR CONSEQUENTIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE INDIRECT DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF USE THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT CONSTITUTING ANY DAMAGES REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR PAYABLE IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN UNAFFILIATED THIRD PARTY)ADEQUATE REMEDY IS INCONVENIENT, ARISING UNDERAND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS IN CONNECTION WITH OR PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE SUCH FLUCTUATIONS, THE BARGAINED-FOR ALLOCATION OF RISK, THE KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE PARTIES, THE ARMS-LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF OTHER TRANSACTIONS IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR RELIANCE ON THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF ENFORCEABILITY OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT THE LIQUIDATED DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYPROVISIONS CONTAINED HEREIN.

Limitation on Damages. EXCEPT IN THE CASE OF A PARTY’S FRAUD, RECKLESSNESS OR WILLFUL MISCONDUCT, OR THE EVENT OF THIRD PARTY LIABILITY, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY OR ANY OF ITS AFFILIATES, OFFICERS, TRUSTEES, DIRECTORS, CONTRACTORS, SUBCONTRACTORS, ATTORNEYS, AGENTS, REPRESENTATIVES OR AFFILIATES, FOR ANY DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING FROM THIS LEASE OR ANY OF THE ACTIONS OR TRANSACTIONS PROVIDED FOR HEREIN, OTHER THAN ACTUAL DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT BETWEEN THEM, UNDER IN NO CIRCUMSTANCES EVENT SHALL EITHER ANY PARTY BE ENTITLED TO RECOVER FROM THE LIABLE UNDER THIS LEASE OR OTHER PARTY AGREEMENT, OR OTHERWISE AT LAW OR IN EQUITY, FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, LOST PROFITS OR DAMAGES THAT ARE REMOTE, SPECULATIVE, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE UNFORESEEN OR SPECULATIVE DAMAGESIMPROBABLE, OR INDIRECT ANY OTHER DAMAGES FOR LOST PROFITS OR LOSS OTHER THAN ACTUAL DAMAGES. EACH PARTY HEREBY RELEASES THE OTHER PARTIES AND THEIR CONTRACTORS, SUBCONTRACTORS, AGENTS, AND AFFILIATES FROM ANY OF USE OR BUSINESS OPPORTUNITY THOSE DAMAGES (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED A THIRD PARTYPARTY IN A THIRD PARTY CLAIM), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN EXCEPT WITH RESPECT TO SECTION 6 HEREOF, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS, OTHER ECONOMIC LOSS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE CONTRARYTERMS OF THIS AGREEMENT OR ANY OF THE ATTACHMENTS HERETO, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER OR RESULTING FROM THE OTHER PARTY ANY SPECIALFURNISHING, INDIRECTPERFORMANCE, CONSEQUENTIALDELIVERY, PUNITIVEPOSSESSION, EXEMPLARYOPERATION, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS USE OR LOSS OF USE OF THE CORE TECHNOLOGY, THE PRODUCT, THE APPLICATIONS, THE LICENSOR IMPROVEMENTS OR BUSINESS OPPORTUNITY (ANY OTHER MATERIALS DELIVERED HEREUNDER, WHETHER RESULTING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL THEORY EVEN IF LICENSOR HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO SECTION 6 HEREOF, IN ALL CASES EXCEPT NO EVENT WILL LICENSEE BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS, OTHER ECONOMIC LOSS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE EXTENT CONSTITUTING DAMAGES PAID TERMS OF THIS AGREEMENT OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTOF THE ATTACHMENTS HERETO, OR RESULTING FROM THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYFURNISHING, ON BEHALF OF ITSELF AND ITS AFFILIATESPERFORMANCE, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIALDELIVERY, INDIRECTPOSSESSION, CONSEQUENTIALOPERATION, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS USE OR LOSS OF USE OF THE LICENSEE IMPROVEMENTS OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTMATERIALS DELIVERED HEREUNDER TO LICENSOR WHETHER RESULTING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL THEORY EVEN IF LICENSEE HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE TRANSACTIONS CONTEMPLATED HEREBYPOSSIBILITY OF SUCH DAMAGES.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN (a) Except for violations of Section 4.03 of this Agreement or as set forth in Section 5.02(c) of this Schedule B, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE PUNITIVE OR SPECULATIVE EXEMPLARY DAMAGES, OR INDIRECT DAMAGES FOR INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS SAVINGS, REGARDLESS OF USE THE FORM OF ACTION GIVING RISE TO SUCH A CLAIM FOR SUCH DAMAGES, WHETHER IN CONTRACT OR BUSINESS OPPORTUNITY TORT, OR OTHERWISE, INCLUDING WITHOUT LIMITATION NEGLIGENCE, EVEN IF LICENSOR OR LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (IN ALL CASES EXCEPT b) THE AGGREGATE LIABIITY OF LICENSOR FOR ANY REASON AND UPON ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE EXTENT CONSTITUTING DAMAGES AGGREGATE AMOUNT OF LICENSE FEES, RENTS AND ROYALTIES PAID TO LICENSOR UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CLAIMS OR PAYABLE CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, INDEMNITIES, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, CLAIMS FOR FAILURE TO EXERCISE DUE CARE IN THE PERFORMANCE OF SERVICES HEREUNDER OR IN THE SELECTION, DIRECTION OR SUPERVISION OF ANY MANUFACTURER OR FABRICATOR OF EQUIPMENT OR ANY VENDOR OF SOFTWARE. HOWEVER, THE LIMITATION STATED UNDER THIS SECTION 1.03 (b) DOES NOT APPLY IN CASE OF INFRINGEMENT OR CONTRIBUTORY INFRINGEMENT OF PATENTS OR COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO OR ARISING FROM ANY REACTOR SKID UNIT OR THE LICENSED TECHNOLOGY AND ASSERTED BY ANY THIRD PARTY AGAINST THE LICENSEE OR AGAINST ANY SITE USER . IF IT APPEARS THAT THE CLAIM FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHT CAN BE SOLVED BY THE PAYMENT OF AN UNAFFILIATED INDEMNITY OR FEE OR ROYALTY TO THE AGGRIEVED THIRD PARTY CAN BE SOLVED BY THE PAYMENT OF AN INDEMNITY OR FEE OR ROYALTY TO THE AGGRIEVED THIRD PARTY), ARISING UNDERLICENSOR SHALL SUPPORT THE PAYMENT OF SUCH INDEMNITY, IN CONNECTION WITH FEE OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYROYALTY.

Limitation on Damages. NOTWITHSTANDING ANYTHING THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN TO PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE CONTRARYSOLE AND EXCLUSIVE REMEDY, UNDER NO CIRCUMSTANCES THE OBLIGOR’S LIABILITY SHALL EITHER BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIALLIABLE FOR CONSEQUENTIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE INDIRECT DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF USE THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT CONSTITUTING ANY DAMAGES‌ REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES PAID ARE DIFFICULT OR PAYABLE IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN UNAFFILIATED THIRD PARTY)ADEQUATE REMEDY IS INCONVENIENT, ARISING UNDERAND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS IN CONNECTION WITH OR PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE SUCH FLUCTUATIONS, THE BARGAINED-FOR ALLOCATION OF RISK, THE KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE PARTIES, THE ARM’S-LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF OTHER TRANSACTIONS IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR RELIANCE ON THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF ENFORCEABILITY OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT THE LIQUIDATED DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYPROVISIONS CONTAINED HEREIN.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO NONE OF THE CONTRARY, UNDER NO CIRCUMSTANCES SELLER GROUP NOR THE PURCHASER GROUP SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY PURCHASER OR SELLER, AS APPLICABLE, OR ITS AFFILIATES, ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESDAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE SELLER’S CERTIFICATE, THE BUYER’S CERTIFICATE OR INDIRECT DAMAGES FOR LOST PROFITS THE TRANSACTIONS CONTEMPLATED HEREBY OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES THEREBY, EXCEPT TO THE EXTENT CONSTITUTING ANY SUCH PARTY OWES PUNITIVE DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED A THIRD PARTY), ARISING UNDER, WHICH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH OR IN ANY WAY RELATED DEFENDING AGAINST SUCH DAMAGES) SHALL NOT BE EXCLUDED BY THIS PROVISION AS TO THIS AGREEMENTRECOVERY HEREUNDER. SUBJECT TO THE PRECEDING SENTENCE, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYPURCHASER, ON BEHALF OF ITSELF EACH MEMBER OF THE PURCHASER GROUP, AND ITS AFFILIATESSELLER, DOES HEREBY ON BEHALF OF EACH OF MEMBER OF THE SELLER GROUP, EACH WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED WITH RESPECT TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTTHE SELLER’S CERTIFICATE, THE BUYER’S CERTIFICATE OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR ANY DAMAGES INCURRED BY OR OWED TO THIRD PARTIES FOR WHICH INDEMNIFICATION IS SOUGHT UNDER NO CIRCUMSTANCES THE TERMS OF THIS AGREEMENT, NONE OF PURCHASER, SELLERS, OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIALTO, INDIRECT, (A) CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, SPECIAL OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID INDIRECT DAMAGES) OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)(B) PUNITIVE OR EXEMPLARY DAMAGES, ARISING UNDERIN EACH CASE, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. HEREBY AND, EXCEPT AS OTHERWISE PROVIDED IN THIS SENTENCE, EACH PARTYOF PURCHASER, AND SELLERS, FOR ITSELF AND ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE EXPRESSLY WAIVES ANY RIGHT TO RECOVER ANY SPECIALTO, INDIRECT, (X) CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, SPECIAL OR INDIRECT DAMAGES FOR TO THE EXTENT SUCH DAMAGES WERE NOT REASONABLY FORESEEABLE (INCLUDING LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID INDIRECT DAMAGES) OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)(Y) PUNITIVE OR EXEMPLARY DAMAGES, ARISING UNDERIN EACH CASE, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY CONTAINED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LILLY BE LIABLE UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY THIS AGREEMENT FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE PUNITIVE OR SPECULATIVE CONSEQUENTIAL DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE ANTICIPATED PROFITS, REVENUES, INCOME OR OPPORTUNITIES, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY INTERRUPTION, OR FOR ANY DAMAGES CALCULATED BY REFERENCE TO A MULTIPLIER OF REVENUE, PROFITS, INCOME, EBITDA OR SIMILAR METHODOLOGY, IN EACH CASE EXCEPT IF SUCH DAMAGES ARE DIRECT DAMAGES, WHETHER OR NOT FORESEEABLE AT THE CLOSING DATE, CAUSED BY OR RESULTING FROM THE ACTIONS OF LILLY UNDER THIS AGREEMENT OR THE BREACH OF ITS COVENANTS, AGREEMENTS, REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT AND WHETHER OR NOT BASED ON OR IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE. NOTHING IN ALL CASES EXCEPT THIS SECTION 11.2 WILL LIMIT OR EXCLUDE ANY DAMAGES TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), (X) ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO OUT OF A BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT(Y) RESULTING FROM ▇▇▇▇▇’▇ OR ITS AFFILIATE’S GROSS NEGLIGENCE, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESWILLFUL MISCONDUCT, OR INDIRECT (Z) SUCH DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYARE DIRECT DAMAGES.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN CONTAINED IN THIS AGREEMENT TO THE CONTRARY, EXCEPT IN RELATION TO LICENSEE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.1 AND ANY BREACH BY LICENSEE OR COH OF ARTICLE 11, IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE OTHER PARTY FOR ANY SPECIAL, INDIRECTEXEMPLARY, ENHANCED, PUNITIVE, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESINDIRECT, OR INDIRECT INCIDENTAL DAMAGES (INCLUDING LOSS OF GOODWILL, REPUTATION, BUSINESS PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS, OR OPPORTUNITIES, COSTS OF PROCURING SUBSTITUTE GOODS, LOST BUSINESS OR ENHANCED DAMAGES FOR LOST PROFITS INTELLECTUAL PROPERTY INFRINGEMENT) WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR LOSS ANY OTHER LEGAL THEORY (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYTHIS AGREEMENT), ARISING UNDERREGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE AND THE PARTY AGAINST WHOM LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED REMEDY OF ITS ESSENTIAL PURPOSE. IN CONNECTION WITH OR NO EVENT SHALL COH BE LIABLE TO LICENSEE FOR AN AGGREGATE AMOUNT IN ANY WAY RELATED EXCESS OF THE TOTAL CONSIDERATION PAID TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYCOH HEREUNDER.

Limitation on Damages. For the breach or non-performance by any Party of any representation, warranty, covenant, or agreement contained in this Agreement, the liability of the obligor shall be limited to direct actual damages only, except to the extent that the obligee is entitled to specific performance or injunctive relief. AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY IN THIS AGREEMENT, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY AS THE RESULT OF A BREACH OR A VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, OR CONDITION CONTAINED IN THIS AGREEMENT FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, IN CONTRACT, UNDER NO CIRCUMSTANCES SHALL EITHER ANY INDEMNITY PROVISION, ARISING BY OPERATION OF LAW (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), OR OTHERWISE. WITH RESPECT TO CLAIMS BY THIRD PERSONS, A PARTY BE ENTITLED TO MAY RECOVER FROM THE OTHER PARTY ANY ALL COSTS, EXPENSES, OR DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECTCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER BUSINESS INTERRUPTION DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT ADDITION TO THE EXTENT CONSTITUTING ACTUAL DIRECT DAMAGES PAID OR PAYABLE OWED TO AN UNAFFILIATED ANY SUCH THIRD PARTY), ARISING UNDER, PERSON IN CONNECTION WITH SETTLEMENT OR IN ANY WAY RELATED SATISFACTION OF CLAIMS AS TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR WHICH THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT RELEVANT PARTY IS ENTITLED TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYINDEMNIFICATION HEREUNDER.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, a) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY LICENSEE OR LICENSOR BE ENTITLED LIABLE TO RECOVER FROM THE OTHER PARTY ANY FOR ANY: (I) INDIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVEINCIDENTAL, EXEMPLARY, REMOTE PUNITIVE OR SPECULATIVE EXEMPLARY DAMAGES, COSTS, EXPENSES OR INDIRECT DAMAGES FOR LOSSES; OR (II) LOSS OF BUSINESS OR LOST PROFITS (REGARDLESS OF WHETHER EITHER IS DEEMED TO BE “GENERAL,” “DIRECT,” “INDIRECT,” “SPECIAL,” “CONSEQUENTIAL,” “INCIDENTAL,” “PUNITIVE,” “EXEMPLARY,” OR LOSS ANY OTHER CATEGORY OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYDAMAGES), ARISING UNDERTHAT, IN CONNECTION WITH OR EACH CASE, ARISE IN ANY WAY RELATED OUT OF, OR OTHERWISE RELATE TO, THE SUBJECT MATTER OF THIS AGREEMENT OR THEREOF, OR TO THIS AGREEMENTTHE LICENSED TECHNOLOGY OR THE IMPROVEMENTS, REGARDLESS OF WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER TRANSACTION DOCUMENTTHEORY OF LAW OR EQUITY, AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF POSSIBILITY OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER REMEDY OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT ITS ESSENTIAL PURPOSE. b) THE TERMS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT CONSTITUTING DAMAGES PAID OF THE LAW, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)OTHERWISE. ONLY THE LIMITATIONS WHICH ARE LAWFUL UNDER THE APPLICABLE LAWS WILL APPLY, ARISING UNDERAND NOTHING IN THIS AGREEMENT SHALL RESTRICT OR EXCLUDE ANY WARRANTY OR LIABILITY OF THE PARTIES WHICH CANNOT BE EXCLUDED UNDER THE APPLICABLE LAW. c) Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties or exclusion of damages is intended to and does allocate the risks between the Parties under the Agreement. Each of these provisions is severable and independent of all other provisions of the Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CONNECTION WITH CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THESE EXCLUSIONS OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYLIMITATIONS MAY NOT APPLY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN IN NO EVENT WILL SD’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT CUSTOMER PAID TO SD UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CONTRARYCLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. TO THE FULLEST EXTENT PERMITTED UNDER LAW, UNDER SD WILL HAVE NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY SPECIALINCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESSPECIAL, OR INDIRECT CONSEQUENTIAL DAMAGES FOR OR LIABILITIES (INCLUDING LOST PROFITS PROFITS, LOSS OF INCOME, REVENUE, GOODWILL, REPUTATION OR SAVINGS, LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA OR SOFTWARE RESTORIATION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES, ARISING WITH RESPECT TO: (i) USE OR INABILITY TO USE THE SERVICES OR CUSTOMER OFFERING; (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DAMAGE, DESTRUCTION OR LOSS OF USE SERVICE USERS’ CONTENT, DATA, OR BUSINESS OPPORTUNITY TRANSMISSIONS BY THIRD PARTIES; AND/OR (IN ALL CASES EXCEPT iv) ANY OTHER MATTER RELATING TO THE EXTENT CONSTITUTING DAMAGES PAID SERVICE, THE CUSTOMER OFFERING, OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT AUTHORIZE ONE PARTY TO THE CONTRARYMAKE CLAIMS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER INCLUDE IN CALCULATION, SUE FOR, OR COLLECT FROM THE ANY OTHER PARTY ANY SPECIAL, INDIRECTPUNITIVE, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, SPECIAL OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING (I) SUCH DAMAGES PAID ARE AWARDED TO THIRD PERSONS BY A COURT OF COMPETENT JURISDICTION OR PAYABLE TO AN UNAFFILIATED THIRD PARTY(II) SUCH DAMAGES (A) NATURALLY AND NECESSARILY FLOW FROM THE BREACH CAUSING SUCH DAMAGES AND (B) WERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THIS AGREEMENT), ARISING UNDERAND EACH PARTY EXPRESSLY WAIVES FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, ANY AND ALL CLAIMS IT MAY HAVE AGAINST ANY OTHER PARTY FOR ANY SUCH DAMAGES IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING (I) SUCH DAMAGES PAID ARE AWARDED TO THIRD PERSONS BY A COURT OF COMPETENT JURISDICTION OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO (II) SUCH DAMAGES (A) NATURALLY AND NECESSARILY FLOW FROM THE BREACH CAUSING SUCH DAMAGES AND (B) WERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THIS AGREEMENT, ). IN NO EVENT SHALL BUYER HAVE ANY LIABILITY TO ANY OTHER TRANSACTION DOCUMENT, PARTY OR THEIR RESPECTIVE AFFILIATES FOR (1) EVERSOURCE’S BREACH OR PERFORMANCE OF THIS AGREEMENT OR (2) SERVICES PROVIDED TO AQUARION MASSACHUSETTS PRIOR TO THE TRANSACTIONS CONTEMPLATED HEREBYCONSUMMATION OF THE AQUARION MASSACHUSETTS SALE. IN NO EVENT SHALL EVERSOURCE HAVE ANY LIABILITY TO ANY OTHER PARTY OR THEIR RESPECTIVE AFFILIATES FOR BUYER’S BREACH OR PERFORMANCE OF THIS AGREEMENT.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO EXCEPT FOR (A) ANY BREACH OF THE CONTRARYCONFIDENTIAL OBLIGATIONS HEREUNDER, AND (B) ANY BREACH OF THE PROHIBITIONS IN SECTION 2.2 OF THIS AGREEMENT, AND (C) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER NO CIRCUMSTANCES ARTICLE 7, NEITHER PARTY, ITS AFFILIATES, AGENTS OR EMPLOYEES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY HAVE ANY LIABILITY OF ANY KIND FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE INCIDENTAL OR SPECULATIVE DAMAGES, CONSEQUENTIAL LOSSES OR INDIRECT DAMAGES FOR LOST PROFITS UNDER OR LOSS AS A RESULT OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE BY THE OTHER PARTY OR ANY OTHER TRANSACTION DOCUMENT, OR THIRD PARTY BUT THE TRANSACTIONS CONTEMPLATED HEREBYPARTIES SHALL BE LIABLE FOR DIRECT DAMAGES WHICH MAY INCLUDE THE COSTS OF COVER. EACH PARTY, ON BEHALF OF ITSELF IN NO EVENT SHALL EITHER PARTY AND ITS AFFILIATES, DOES HEREBY WAIVE UNDER ANY RIGHT TO RECOVER ANY SPECIALCIRCUMSTANCES, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT BE LIABLE TO THE EXTENT CONSTITUTING DAMAGES PAID OTHER PARTY AND ITS AFFILIATES FOR AN AGGREGATE AMOUNT IN EXCESS OF * OR, IN THE CASE OF A CLAIM WITH RESPECT TO OWNERSHIP OF THE LICENSED SOFTWARE OR PAYABLE THE SOURCE CODE FOR THE LICENSED SOFTWARE, *, EXCEPT THAT AS TO AN UNAFFILIATED THIRD PARTYCLAIMS DESCRIBED IN CLAUSES (A), ARISING UNDER, (B) AND (C) OF THIS SECTION 6.8 AND CLAIMS FOR COMPENSATION AMOUNTS AND EXPENSE REIMBURSEMENTS PROVIDED FOR IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.NO SUCH LIMIT SHALL APPLY. ARTICLE 7 INDEMNIFICATION 7.1

Limitation on Damages. NOTWITHSTANDING ANYTHING THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN TO PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE CONTRARYSOLE AND EXCLUSIVE REMEDY, UNDER NO CIRCUMSTANCES THE OBLIGOR’S LIABILITY SHALL EITHER BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIALLIABLE FOR CONSEQUENTIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE INDIRECT DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF USE THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT CONSTITUTING ANY DAMAGES REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR PAYABLE IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN UNAFFILIATED THIRD PARTY)ADEQUATE REMEDY IS INCONVENIENT, ARISING UNDERAND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS IN CONNECTION WITH OR PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE SUCH FLUCTUATIONS, THE BARGAINED-FOR ALLOCATION OF RISK, THE KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE PARTIES, THE ARMS-LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF OTHER TRANSACTIONS IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR RELIANCE ON THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF ENFORCEABILITY OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT THE LIQUIDATED DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYPROVISIONS CONTAINED HEREIN.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY BE ENTITLED LIABLE OR OBLIGATED TO RECOVER FROM THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVESPECIAL, EXEMPLARY, REMOTE EXEMPLARY OR SPECULATIVE PUNITIVE DAMAGES, OR INDIRECT DAMAGES LOST PROFIT OR LOST OPPORTUNITY, AND THIS PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT INDEFINITELY; PROVIDED, HOWEVER, (I) THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING ANY OBLIGATION OF EITHER PARTY UNDER THIS AGREEMENT TO INDEMNIFY THE OTHER PARTY AGAINST CLAIMS ASSERTED BY NON-AFFILIATED THIRD PARTIES; AND (II) THAT NOTHING CONTAINED IN THIS PARAGRAPH SHALL LIMIT A PARTY’S LIABILITY FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)ACTUAL DIRECT DAMAGES, IF ANY, ARISING UNDER, FROM NON-PERFORMANCE OR BREACH OF THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, A PARTY’S SOLE REMEDY AGAINST THE OTHER PARTY FOR NON-PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTCLAIM OF WHATSOEVER NATURE ARISING OUT OF OR IN RELATION TO THIS AGREEMENT SHALL BE IN CONTRACT AND LIMITED TO ACTUAL DIRECT DAMAGES, AND EACH PARTY EXPRESSLY WAIVES ANY OTHER REMEDY IT MAY HAVE IN LAW OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYAT EQUITY, ON BEHALF OF ITSELF AND ITS AFFILIATESINCLUDING, WITHOUT LIMITATION, ANY REMEDY IN TORT; PROVIDED, HOWEVER, IN NO EVENT DOES HEREBY ANY PARTY WAIVE ANY RIGHT RIGHTS TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE SPECIFIC PERFORMANCE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYINJUNCTIVE RELIEF.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER NO ANY CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED OR LEGAL THEORY FOR DAMAGES RELATED TO RECOVER FROM THE OTHER PARTY INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, EXEMPLARYINDIRECT, REMOTE INCIDENTAL, COLLATERAL OR SPECULATIVE CONSEQUENTIAL DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS TO A PERSON WHO IS NOT A MEMBER OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, ANY GROUP IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENTA THIRD PARTY CLAIM, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES FOR LOST PROFITS OR LOSS THE PURPOSES OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT THIS AGREEMENT NOT SUBJECT TO THE EXTENT CONSTITUTING DAMAGES PAID LIMITATION SET FORTH IN THIS SECTION 6.5. THIS SECTION SURVIVES THE TERMINATION OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO EXPIRATION OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.AGREEMENT ARTICLE 7

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY BE ENTITLED LIABLE TO RECOVER FROM THE OTHER PARTY ANY SPECIALFOR (1) INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE SPECIAL OR SPECULATIVE CONSEQUENTIAL DAMAGES, OR INDIRECT (2) ANY DAMAGES FOR LOST PROFITS OR WHATSOEVER RESULTING FROM LOSS OF USE USE, DATA, REVENUES OR BUSINESS OPPORTUNITY (PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID EITHER EVENT ARISING OUT OF OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENTOR THE PERFORMANCE OR NON-PERFORMANCE OF EITHER PARTY HEREUNDER, OR THE TRANSACTIONS CONTEMPLATED HEREBYPRODUCTS OR SERVICES PROVIDED BY OR THROUGH SOFTRAX HEREUNDER, EVEN IF THE WARRANTY REMEDY FAILS IN ITS ESSENTIAL PURPOSE AND EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY AGREES THAT THE OTHER PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE 'S LIABILITY UNDER OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH THIS AGREEMENT OR RELATING TO ANY SERVICE OR PRODUCT PROVIDED HEREUNDER SHALL BE LIMITED SOLELY TO THE FIRST PARTY'S DIRECT DAMAGES AND IN NO EVENT SHALL EXCEED THE TOTAL AMOUNT IN FEES PAID BY CUSTOMER TO SOFTRAX ASSOCIATED WITH THE PRODUCT AND/OR SERVICE GIVING RISE TO THE CLAIM AND PAID BY CUSTOMER DURING THE YEAR PRECEDING THE EVENT OR ACTION GIVING RISE TO THE CLAIM. SOFTRAX EXPRESSLY DISCLAIMS, AND CUSTOMER AGREES, THAT SOFTRAX SHALL HAVE NO LIABILITY OF ANY WAY RELATED TO THIS AGREEMENT, KIND FOR ANY OTHER TRANSACTION DOCUMENT, THIRD PARTY PRODUCT OR THE TRANSACTIONS CONTEMPLATED HEREBYSERVICE. Any claim made under or in connection with this Agreement and the Services and/or Products provided hereunder shall be made within one (1) year from the date on which the claiming party first had notice of the facts giving rise to the claim. Customer acknowledges and agrees that it shall have no claim against third party suppliers by reason of the performance or non-performance of the Products or related to the components such third parties may have supplied for the Products.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER EACH PARTY BE ENTITLED TO RECOVER FROM HERETO HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES THE OTHER PARTY PARTIES TO THIS AGREEMENT FROM AND EXCLUDES ANY RECOVERY FOR ITS OWN SPECIAL, INDIRECTEXEMPLARY, PUNITIVE, CONSEQUENTIAL, PUNITIVEINCIDENTAL, EXEMPLARYAND INDIRECT DAMAGES (INCLUDING LOSS OF, REMOTE DAMAGE TO OR SPECULATIVE DAMAGESDELAY IN PROFIT, REVENUE OR PRODUCTION) RELATING TO, ASSOCIATED WITH, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS ARISING OUT OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY SUCH DAMAGES RELATING TO, ASSOCIATED WITH OR ARISING OUT OF MATTERS INVOLVING ANY PARTY ACTING IN ITS CAPACITY AS A PARTY HERETO. EACH PARTYNO LAW, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESTHEORY, OR INDIRECT DAMAGES FOR LOST PROFITS PUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, DIMINISH, OR LOSS REDUCE THE EFFECTIVENESS OF USE THE FOREGOING WAIVER, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES HERETO THAT SUCH DAMAGE WAIVER, EXCLUSION, DISCLAIMER, AND RELEASE IS TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYCONCURRENT), ARISING UNDERGROSS NEGLIGENCE, IN CONNECTION WITH WILLFUL MISCONDUCT, STRICT LIABILITY OR IN OTHER LEGAL FAULT OF ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYPARTY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER EACH PARTY BE ENTITLED TO RECOVER FROM HERETO HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES THE OTHER PARTY PARTIES TO THIS AGREEMENT FROM AND EXCLUDES ANY RECOVERY FOR ITS OWN SPECIAL, INDIRECTEXEMPLARY, PUNITIVE, CONSEQUENTIAL, PUNITIVEINCIDENTAL, EXEMPLARYAND INDIRECT DAMAGES (INCLUDING LOSS OF, REMOTE DAMAGE TO OR SPECULATIVE DAMAGESDELAY IN PROFIT, REVENUE OR PRODUCTION) RELATING TO, ASSOCIATED WITH, OR INDIRECT ARISING OUT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY SUCH DAMAGES FOR LOST PROFITS RELATING TO, ASSOCIATED WITH OR LOSS ARISING OUT OF USE OR BUSINESS OPPORTUNITY (MATTERS INVOLVING ANY PARTY ACTING IN ALL CASES ITS CAPACITY AS A PARTY HERETO, EXCEPT TO THE EXTENT CONSTITUTING ANY SUCH PARTY SUFFERS SUCH DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED A THIRD PARTY), ARISING UNDER, WHICH DAMAGES (INCLUDING COSTS OF DEFENSE AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION WITH OR IN ANY WAY RELATED DEFENDING AGAINST SUCH DAMAGES) SHALL NOT BE EXCLUDED BY THIS PROVISION AS TO THIS AGREEMENTRECOVERY HEREUNDER. NO LAW, ANY OTHER TRANSACTION DOCUMENTTHEORY, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTYPUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGESDIMINISH, OR INDIRECT DAMAGES FOR LOST PROFITS REDUCE THE EFFECTIVENESS OF THE FOREGOING WAIVER, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES HERETO THAT SUCH DAMAGE WAIVER, EXCLUSION, DISCLAIMER, AND RELEASE IS TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYCONCURRENT), ARISING UNDERGROSS NEGLIGENCE, IN CONNECTION WITH WILLFUL MISCONDUCT, STRICT LIABILITY OR IN OTHER LEGAL FAULT OF ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYPARTY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN 6.4.1 SUBJECT TO THE CONTRARYSECTIONS 6.1 AND 6.2, UNDER NO AND EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, NONE OF EMERGENT, SUPPLIER OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE INCIDENTAL OR SPECULATIVE DAMAGES, OR INDIRECT CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYPROFITS), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING UNDER, IN CONNECTION WITH OUT OF (A) ANY BREACH OF OR IN FAILURE TO PERFORM ANY WAY RELATED TO OF THE PROVISIONS OF THIS AGREEMENT, OR (B) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY PRODUCT DEVELOPED, MANUFACTURED OR MARKETED HEREUNDER. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS ATTEMPTING TO EXCLUDE OR LIMIT THE LIABILITY OF EITHER OF THE PARTIES OR THEIR RESPECTIVE AFFILIATES (A) FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF EITHER OF THE PARTIES, THEIR RESPECTIVE AFFILIATES, OR OF THE OFFICERS, EMPLOYEES OR AGENTS OF THE PARTIES OR THEIR RESPECTIVE AFFILIATES, (B) FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR (C) FOR ANY MATTER IN RESPECT OF WHICH IT WOULD BE ILLEGAL FOR EITHER PARTY TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY. 6.4.2 SUBJECT TO THE PRECEDING SENTENCE, BUT NOTWITHSTANDING ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF PROVISION OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, IN NO EVENT SHALL THE COMBINED AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT, TAKEN TOGETHER WITH SUCH PARTY’S AGGREGATE LIABILITY UNDER THE rBOT LICENSE AGREEMENT, THE rBOT DEVELOPMENT AGREEMENT, THE BT LICENSE AGREEMENT, AND THE BT DEVELOPMENT AGREEMENT, EXCEED THE COMBINED AGGREGATE AMOUNTS PAID BY EMERGENT TO HPA, WHETHER AS LUMP SUMS OR PERIODIC PAYMENTS OF ROYALTIES OR SUBLICENSE INCOME, UNDER THIS AGREEMENT, THE rBOT LICENSE AGREEMENT, THE rBOT DEVELOPMENT AGREEMENT, THE BT LICENSE AGREEMENT, AND THE BT DEVELOPMENT AGREEMENT (THE “AGGREGATE AMOUNT”); PROVIDED, HOWEVER, THAT IN THE EVENT THAT EITHER PARTY (THE “LIABLE PARTY”) HPA SHALL BECOME LIABLE TO THE OTHER PARTY HEREUNDER OR THEREUNDER FOR AN AMOUNT (THE “TOTAL LIABILITY”) LARGER THAN THE AGGREGATE AMOUNT CALCULATED AS OF THE DATE THAT THE TOTAL LIABILITY BECAME DUE AND PAYABLE, THE LIABLE PARTY SHALL PROMPTLY PAY SUCH OTHER PARTY A LUMP SUM EQUAL TO THE AGGREGATE AMOUNT AS SO CALCULATED AND PROVIDED, FURTHER, THAT IF HPA IS THE LIABLE PARTY, EMERGENT SHALL THEREAFTER HAVE A RIGHT OF OFFSET WITH RESPECT TO ANY OTHER TRANSACTION DOCUMENTPAYMENT OBLIGATIONS OF EMERGENT TO HPA HEREUNDER AND THEREUNDER THAT BECOME DUE AND PAYABLE AFTER SUCH DATE, UNTIL SUCH TIME AS THE TOTAL AMOUNTS OFFSET BY EMERGENT EQUAL THE DIFFERENCE BETWEEN THE TOTAL LIABILITY AND SUCH LUMP SUM PAYMENT BY HPA; AND PROVIDED, FURTHER, THAT IF EMERGENT IS THE LIABLE PARTY, THEN THEREAFTER, AT SUCH TIMES AS EMERGENT SHALL MAKE PAYMENTS TO HPA THAT ARE OTHERWISE DUE AND PAYABLE HEREUNDER OR THEREUNDER, EMERGENT SHALL PAY TO HPA AN EQUAL AMOUNT AS ADDITIONAL DAMAGES, UNTIL SUCH TIME AS THE TRANSACTIONS CONTEMPLATED HEREBYTOTAL AMOUNTS SO PAID TO HPA AS ADDITIONAL DAMAGES EQUAL THE DIFFERENCE BETWEEN THE TOTAL LIABILITY AND SUCH LUMP SUM PAYMENT BY EMERGENT.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, IF FOR ANY REASON EITHER PARTY BECOMES LIABLE TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY FOR DIRECT OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT OTHER DAMAGES FOR LOST PROFITS ANY CAUSE WHATSOEVER, IN CONTRACT OR LOSS TORT OR FOR STATUTORY FORMS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDERACTION, IN CONNECTION WITH THIS AGREEMENT, THE CONTRACTOR SYSTEM, CONTRACTOR PRODUCT MODULES, SOFTWARE AS A SERVICE OR PROFESSIONAL SERVICES, THE AGGREGATE LIABILITY OF SUCH PARTY FOR ALL DAMAGES, INJURIES AND LIABILITY INCURRED BY THE OTHER IN CONNECTION WITH THIS AGREEMENT, THE CONTRACTOR SYSTEM, CONTRACTOR PRODUCT MODULES, SOFTWARE AS A SERVICE AND PROFESSIONAL SERVICES, SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY CITY DURING THE TWELVE (12) MONTH PERIOD TO CONTRACTOR FOR THE RESPECTIVE CONTRACTOR PRODUCT MODULES OR APPLICATION SERVICE PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM FOR DAMAGES. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CITY, CONTRACTOR, CONTRACTOR CORPORATION OR THEIR RESPECTIVE LICENSORS BE LIABLE FOR ANY EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF, OR IN ANY WAY RELATED TO CONNECTED WITH THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, AGREEMENT REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY TORT (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTYINCLUDING NEGLIGENCE), ARISING UNDERSTRICT LIABILITY, IN CONNECTION WITH BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR IN ANY WAY RELATED TO THIS AGREEMENTOTHERWISE, ANY OTHER TRANSACTION DOCUMENT, EVEN IF SUCH PARTY IS OR HAS BEEN ADVISED OF THE TRANSACTIONS CONTEMPLATED HEREBYPOSSIBILITY OF SUCH DAMAGES.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY ELSEWHERE IN THIS AGREEMENT OR PROVIDED FOR UNDER ANY APPLICABLE LAW, UNDER (A) NO CIRCUMSTANCES SHALL PARTY NOR ANY EQUITYHOLDER OR EQUITYHOLDERS’ REPRESENTATIVE, NOR ANY CURRENT OR FORMER STOCKHOLDER, DIRECTOR, OFFICER, EMPLOYEE, CONSULTANT, AFFILIATE OR ADVISOR OF ANY OF THE FOREGOING, SHALL, IN ANY EVENT, BE LIABLE TO ANY OTHER PERSON, EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE EXEMPLARY OR SPECULATIVE DAMAGES, PUNITIVE DAMAGES OR INDIRECT ANY DAMAGES FOR ASSOCIATED WITH ANY LOST PROFITS OR LOST OPPORTUNITIES OF SUCH OTHER PERSON (INCLUDING LOSS OF USE FUTURE REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE OR LOSS OF BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT REPUTATION) RELATING TO THE EXTENT CONSTITUTING BREACH OR ALLEGED BREACH HEREOF, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES PAID HAS BEEN DISCLOSED TO THE OTHER PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH OTHER PARTY; AND (B) THE MILESTONE PAYMENT AMOUNTS PAYABLE TO AN UNAFFILIATED THIRD PARTY)BY PARENT SHALL BE CONSIDERED DIRECT DAMAGES, ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY NOT OTHERWISE SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (CONSEQUENTIAL IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYNATURE.

Limitation on Damages. NOTWITHSTANDING ANYTHING THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN TO PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE CONTRARYSOLE AND EXCLUSIVE REMEDY, UNDER NO CIRCUMSTANCES THE OBLIGOR’S LIABILITY SHALL EITHER BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIALLIABLE FOR CONSEQUENTIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE INDIRECT DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF USE THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT CONSTITUTING ANY DAMAGES REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR PAYABLE IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN UNAFFILIATED THIRD PARTY)ADEQUATE REMEDY IS INCONVENIENT, ARISING UNDERAND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS IN CONNECTION WITH OR COMMODITY PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE SUCH FLUCTUATIONS, THE BARGAINED-FOR ALLOCATION OF RISK, THE KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE PARTIES, THE ARMS-LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF OTHER TRANSACTIONS IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR RELIANCE ON THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF ENFORCEABILITY OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT THE LIQUIDATED DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYPROVISIONS CONTAINED HEREIN.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE UNDER NO ANY CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED OR LEGAL THEORY FOR DAMAGES RELATED TO RECOVER FROM THE OTHER PARTY INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, EXEMPLARYINDIRECT, REMOTE INCIDENTAL, COLLATERAL OR SPECULATIVE CONSEQUENTIAL DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS TO A PERSON WHO IS NOT A MEMBER OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, ANY GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES FOR THE PURPOSES OF THIS AGREEMENT NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.5. THIS SECTION SURVIVES THE TERMINATION OR IN ANY WAY RELATED TO EXPIRATION OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN CONTRACTOR AGREES THAT NEITHER AMERICAN NOR ANY AMERICAN INDEMNIFIED PARTY SHALL BE LIABLE TO CONTRACTOR OR ANY EAGLE INDEMNIFIED PARTY FOR (a) ANY LOSS OR DAMAGE TO ANY PROPERTY OF ANY PERSONS (INCLUDING PROPERTY OF THE CONTRARYCONTRACTOR INDEMNIFIED PARTIES), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM OCCASIONED BY THEFT, FIRE, ACTS OF GOD, OR ANY GOVERNMENTAL AUTHORITY OR BODY, RIOT, WAR, OTHER TENANTS OF THE OTHER PARTY AMERICAN FACILITIES AND CONTRACTOR FACILITIES OR THE PREMISES OF WHICH THE AMERICAN FACILITIES AND CONTRACTOR FACILITIES ARE A PART, OR (b) ANY SPECIALCLAIMS FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE SPECIAL OR SPECULATIVE EXEMPLARY DAMAGES, OR INDIRECT DAMAGES FOR INCLUDING LOST REVENUES, LOST PROFITS OR LOSS LOST PROSPECTIVE ECONOMIC ADVANTAGE ARISING OUT OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO (i) THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES (ii) ANY INCONVENIENCE WHICH MAY ARISE THROUGH REPAIR OR ALTERATION OF THE AMERICAN FACILITIES AND CONTRACTOR FACILITIES, INCLUDING ANY MAJOR REPAIR AND IMPROVEMENTS, OR (iii) FAILURE TO MAKE REPAIRS IN A TIMELY MANNER, OR (iv) THE UNAVAILABILITY OF UTILITIES, OR FOR LOST PROFITS ANY OTHER CAUSE, REGARDLESS OF WHETHER SUCH A CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR LOSS SIMILAR LAW, RULE OR REGULATION OF USE A GOVERNMENTAL AUTHORITY OR BUSINESS OPPORTUNITY (IN ALL CASES ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, EXCEPT TO THE EXTENT CONSTITUTING CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AMERICAN OR ANY AMERICAN AFFILIATE. CONTRACTOR RELEASES AMERICAN AND ITS AFFILIATES FROM LIABILITY FOR ANY SUCH DAMAGES. AMERICAN AGREES THAT ANY WAIVERS OF CLAIMS FOR DAMAGES PAID CONTAINED IN THE RESPECTIVE PRIME AGREEMENT RELATING TO THE AMERICAN FACILITIES MADE BY ANY GOVERNMENTAL AUTHORITY THEREUNDER SHALL INURE TO THE BENEFIT OF EAGLE TO THE EXTENT PERMITTED BY THE APPLICABLE PRIME AGREEMENT AND APPLICABLE LAW. NEITHER PARTY SHALL BE ENTITLED TO RESCISSION OF THIS AGREEMENT AS A RESULT OF BREACH OF THE OTHER PARTY’S REPRESENTATIONS, WARRANTIES, COVENANTS OR PAYABLE TO AN UNAFFILIATED THIRD PARTY)AGREEMENTS, ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, FOR ANY OTHER TRANSACTION DOCUMENTMATTER; PROVIDED, OR THAT NOTHING IN THIS SECTION 14 SHALL RESTRICT THE TRANSACTIONS CONTEMPLATED HEREBYRIGHT OF EITHER PARTY TO EXERCISE ANY RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 10.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY ELSEWHERE IN THIS AGREEMENT OR PROVIDED FOR UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL PARTY NOR ANY EQUITYHOLDER OR EQUITYHOLDERS’ REPRESENTATIVE, NOR ANY CURRENT OR FORMER SHAREHOLDER, DIRECTOR, OFFICER, EMPLOYEE, AFFILIATE OR ADVISOR OF ANY OF THE FOREGOING, SHALL, IN ANY EVENT, BE LIABLE TO ANY OTHER PERSON, EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE EXEMPLARY OR SPECULATIVE DAMAGES, PUNITIVE DAMAGES OR INDIRECT ANY DAMAGES FOR ASSOCIATED WITH ANY LOST PROFITS OR LOST OPPORTUNITIES OF SUCH OTHER PERSON (INCLUDING LOSS OF USE FUTURE REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE OR LOSS OF BUSINESS OPPORTUNITY (REPUTATION) RELATING TO THE BREACH OR ALLEGED BREACH HEREOF, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO THE OTHER PARTY IN ALL CASES ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH OTHER PARTY, EXCEPT TO THE EXTENT CONSTITUTING EXTENT, AND SUBJECT TO LIMITATIONS ON INDEMNIFICATION SET FORTH IN THIS ARTICLE X, SUCH PARTY ACTUALLY PAID SUCH TYPES OF DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED A THIRD PARTY), ARISING UNDER, PARTY IN CONNECTION WITH OR IN ANY WAY RELATED RESPECT OF A MATTER FOR WHICH SUCH PARTY IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.ARTICLE X.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN IN NO EVENT WILL ARTISAN COMPONENTS OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE TO THE CONTRARYREVENUES, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE PROFITS, OTHER PARTY ECONOMIC LOSS OR GOODWILL OR COSTS OF REPLACEMENT GOODS OR SERVICES OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVEINCIDENTAL, EXEMPLARY, REMOTE INDIRECT OR SPECULATIVE DAMAGESCONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THIS AGREEMENT, LICENSED INTEGRATED CIRCUITS, SILICON WAFER OR THE LICENSED PRODUCTS, OR INDIRECT DAMAGES FOR LOST PROFITS RESULTING FROM ARTISAN'S PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR RESULTING FROM THE FURNISHING, PERFORMANCE, DELAY IN DELIVERY, OR USE OR LOSS OF USE OF ANY LICENSED PRODUCTS OR BUSINESS OPPORTUNITY OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID INCLUDING NEGLIGENCE) OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THEORY OF LIABILITY. THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF FOREGOING LIMITATIONS SHALL APPLY EVEN IF ARTISAN COMPONENTS HAS BEEN ADVISED OF ITSELF THE POSSIBILITY OF SUCH DAMAGES AND ITS AFFILIATES, DOES HEREBY WAIVE NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE OR SPECULATIVE DAMAGES, OR INDIRECT DAMAGES FOR LOST PROFITS OR LOSS OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYLIMITED REMEDY STATED HEREIN.

Limitation on Damages. NOTWITHSTANDING ANYTHING HEREIN MANITOBA HYDRO SHALL NOT BE LIABLE, WHETHER BASED ON CONTRACT, INDEMNIFICATION, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE TO THE CONTRARYGENERATOR OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIALINCLUDING WITHOUT LIMITATION, INDIRECTDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARYSPECIAL, REMOTE OR SPECULATIVE DAMAGES, EXEMPLARY OR INDIRECT DAMAGES FOR LOST PROFITS ARISING OR LOSS RESULTING FROM ANY ACT OR OMISSION IN ANY WAY ASSOCIATED WITH SERVICE PROVIDED UNDER THIS TARIFF, INCLUDING BUT NOT LIMITED TO ANY ACT OR OMISSION THAT RESULTS IN AN INTERRUPTION, DEFICIENCY OR IMPERFECTION OF USE OR BUSINESS OPPORTUNITY (IN ALL CASES SERVICE, EXCEPT TO THE EXTENT CONSTITUTING DAMAGES PAID THAT MANITOBA HYDRO IS FOUND LIABLE FOR GROSS NEGLIGENCE OR PAYABLE TO AN UNAFFILIATED THIRD PARTY), ARISING UNDERINTENTIONAL MISCONDUCT, IN CONNECTION WITH OR IN WHICH CASE MANITOBA HYDRO SHALL NOT BE LIABLE FOR ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES, DOES HEREBY WAIVE ANY RIGHT TO RECOVER ANY SPECIAL, INDIRECTINCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARYSPECIAL, REMOTE OR SPECULATIVE DAMAGES, EXEMPLARY OR INDIRECT DAMAGES. MANITOBA HYDRO SHALL NOT BE LIABLE FOR DAMAGES FOR LOST PROFITS ARISING OUT OF SERVICES PROVIDED UNDER THIS TARIFF, INCLUDING BUT NOT LIMITED TO, ANY ACT OR LOSS OMISSION THAT RESULTS IN AN INTERRUPTION, DEFICIENCY OR IMPERFECTION OF USE SERVICE OCCURRING AS A RESULT OF CONDITIONS OR BUSINESS OPPORTUNITY (IN ALL CASES EXCEPT CIRCUMSTANCES RESULTING FROM ELECTRIC SYSTEM DESIGN COMMON TO THE EXTENT CONSTITUTING DAMAGES PAID NORTH AMERICAN ELECTRIC UTILITY INDUSTRY OR PAYABLE ELECTRIC SYSTEM OPERATION PRACTICES OR CONDITIONS COMMON TO AN UNAFFILIATED THIRD PARTY), ARISING UNDER, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBYNORTH AMERICAN ELECTRIC UTILITY INDUSTRY.