Limitations on Liabilities. In no event shall any party or any of such party’s affiliates be entitled to seek the remedy of specific performance of this Agreement other than as set forth in Section 9.07. For the avoidance of doubt, while the Company or Parent may pursue both a grant of specific performance as permitted by Section 9.07 and the payment of the Parent Termination Fee pursuant to Section 8.03(c) or the Company Termination Fee pursuant to Section 8.03(b), as applicable, and any amounts pursuant to Section 8.03(d) (if any), under no circumstances shall the Company or Parent be permitted or entitled to receive both such grant of specific performance and the payment of the Parent Termination Fee, in the case of the Company, or the Company Termination Fee, in the case of Parent. If Parent pays the Parent Termination Fee pursuant to Section 8.03(c), then such payment shall be the sole and exclusive remedy of the Company, its Subsidiaries, its shareholders and holders of ADSs (collectively, the “Company Related Parties”) against Parent and Merger Sub and any of their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates or successors (collectively, the “Parent Related Parties”) and none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise) or otherwise. If the Company pays the Company Termination Fee pursuant to Section 8.03(b), then such payment shall be the sole and exclusive remedy of the Parent Related Parties against the Company Related Parties and none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, including the failure of the Merger to be consummated or for a breach or failure to perform hereunder (whether intentionally, unintentionally, knowingly, willfully or otherwise) or otherwise.
Limitations on Liabilities. Section 6.1 Survival 29 Section 6.2 Limitations on Liability of the Seller 30 Section 6.3 Time Limits 31 Section 6.4 Indemnification Procedures, Net Losses and Subrogation 31
Limitations on Liabilities. (a) Notwithstanding anything to the contrary contained herein, in no event shall the aggregate sums payable under Section 7.03 (other than sums payable as a result of fraud) exceed (i) with respect to Red Cat or the Principal Stockholder the Escrow Shares under the Escrow Agreement and the aggregate liability for Unusual exceed $1.8 million. Notwithstanding anything herein to the contrary, the Escrow Shares shall be the sole and exclusive recourse by Unusual for any breaches of the representations and warranties set forth in this Agreement by Red Cat and/or the Principal Stockholder and for any Red Cat or Principal Stockholder Indemnified Losses. The Principal Stockholder shall have no right of indemnification or contribution against Red Cat for any claims or breaches of the representations and warranties of Red Cat set forth herein or any Red Cat Indemnified Losses. Notwithstanding anything to the contrary contained herein, no Party (including Unusual) shall be obligated to indemnify and hold harmless any other under Section 7.04 for breaches of representations and warranties unless and until all Indemnified Losses in respect of which such Party is obligated to provide indemnification exceed $250,000 (the “Basket Amount”) following which (subject to the provisions of this Section 7.04) such Party shall be obligated to indemnify and hold harmless, the other Party for all such Indemnified Losses (not merely the amount by which the Indemnified Losses exceed the Basket Amount); provided, however the Basket Amount shall not apply to indemnity obligations for Indemnified Losses arising as a result of fraud if determined by a final decision of a court of competent jurisdiction or breaches of the representations and warranties in Sections 5.07, 5.08, and 5.27.
Limitations on Liabilities. Indemnification; Right to Conduct Other Business................................................................ 18
Limitations on Liabilities a) SUBSCRIBER AGREES THAT, IN THE ABSENCE OF GROSS NEGLIGENCE OR DELIBERATE MISCONDUCT, NONE OF TCM, ITS RELATED PARTIES, ANY THIRD PARTY PROVIDERS, OR ANY OF TCM’S OR SUCH OTHER ENTITIES’ OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL HAVE ANY LIABILITY TO SUBSCRIBER FOR ANY LOSS OR CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF USE, TRADING LOSSES, LOSS OF OTHER COSTS OR SAVINGS, OR FOR ANY DAMAGES SUFFERED, OR COSTS OR EXPENSES INCURRED BY SUBSCRIBER, ANY INTERNAL USER, ANY CLIENT, OR ANY OTHER THIRD PARTY, OF ANY NATURE, OR FROM ANY CAUSE WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE, ARISING OUT OF THE FURNISHING, PERFORMANCE, MAINTENANCE OR USE OF, OR INABILITY TO USE, THE DATA, DATA SYSTEM, EQUIPMENT, COMMUNICATION LINES, SOFTWARE, DATABASES, MANUALS OR ANY OTHER MATERIAL FURNISHED BY OR ON BEHALF OF TCM, NOTWITHSTANDING THAT TCM, ITS RELATED PARTIES, ANY THIRD PARTY PROVIDERS OR ANY OF TCM’S OR SUCH OTHER ENTITIES’ OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS MAY HAVE BEEN ADVISED OF THE POSSIBILITY THAT DAMAGES MAY OR WOULD ARISE.
Limitations on Liabilities. The liability of the -------------------------- Partnership, Operator, the other Partners and their respective successors and assigns to Purchaser for any loss, damage or injury of any nature or kind resulting from the breach of the Partnership's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production. The liability of Purchaser to the Partnership, Operator, the other Partners and their respective successors and assigns for any loss, damage or injury of any nature or kind resulting from the breach of Purchaser's covenants herein shall not, except as expressly provided herein, include any amounts in respect of indirect or consequential damages or commercial loss, damage or injury, such as loss of profits or production.
Limitations on Liabilities. 3.1 The liability of Company for damages is limited to liability arising solely and directly from mistakes, omissions, interruptions, delays, errors, or defects in transmission occurring in the course of furnishing Service that are not caused in whole or in part by acts or omissions of any other person, and shall in no event exceed an amount equal to the charges Company would assess Customer during the period during which mistakes, omissions, interruptions, delays, errors, or defects in transmission occurred.
Limitations on Liabilities. Notwithstanding anything to the contrary in this Agreement, except for the breach of Articles 2.1, 2.2, 2.3(a), 2.3(b), 2.3(c) and 9, in no event shall one Party be liable to the other Party for any incidental, indirect, exemplary, special or consequential damages whatsoever (including, but not limited to, lost profits, loss of goodwill, or interruption of business) that may be suffered or incurred by such other Party. For the sake of clarity, lost profits do not encompass payments accrued or payable by one Party to the other.
Limitations on Liabilities. Notwithstanding any other provision of this Agreement to the contrary, the cumulative maximum liability of a Party to the other Party under this Agreement shall not exceed one hundred percent (100%) of the sum of the Contract Price and the Purchase Price. The foregoing limitation of liability shall not apply with respect to (a) Developer’s indemnification obligations in Section 21.1 and (b) claims made by, damages incurred by, or amounts payable to third parties pursuant to an indemnity given hereunder or claims arising out of such Party’s fraud, willful misconduct or gross negligence. To the extent any provision of this Agreement establishes a lower limit of liability of a Party with respect to a particular component or type of liability, such lower limit of liability shall control with respect to the relevant component or type of liability. Notwithstanding anything herein to the contrary, no liabilities of Developer to PacifiCorp that are covered by insurance carried by Developer pursuant to ARTICLE 27 (except deductibles paid by Developer) shall count towards Developer’s cumulative maximum liability to PacifiCorp pursuant to this Agreement.
Limitations on Liabilities. 11 6.03. Amendments....................................................... 11 6.04. Notices.......................................................... 11 6.05. Headings......................................................... 13 6.06.
