Limitations on the Liability Clause Samples
The "Limitations on the Liability" clause sets a cap on the amount or types of damages one party can recover from the other in the event of a breach or other legal claim. Typically, this clause restricts liability to a specific monetary amount, excludes certain types of damages such as indirect or consequential losses, or both. For example, a contract might state that neither party is liable for lost profits or that total liability cannot exceed the value of the contract. The core function of this clause is to allocate and manage risk between the parties, providing predictability and protecting each side from potentially devastating financial exposure.
Limitations on the Liability. (i) The Service Provider is responsible for the performance of only those duties as are expressly set forth herein and in the Services Schedule. The Service Provider will have no implied duties or obligations. Each Party shall mitigate damages for which the other Party may become responsible hereunder.
(ii) The Client understands and agrees that (A) the obligations and duties of the Service Provider will be performed only by the Service Provider (and its Administrative Support Providers) and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Service Provider) and (B) the rights of the Client with respect to the Service Provider extend only to the Service Provider (and its Administrative Support Providers) and, except as provided by applicable Law, do not extend to any other member of the Citigroup Organization.
(iii) Except as provided in this Agreement with regard to Administrative Support Providers, the Service Provider is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any Investment Advisers, Custodians, Intermediaries, Non-Discretionary Subcontractors or any other Person described in Section 2(E)(iii) (other than its Administrative Support Providers).
(iv) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE CLIENT OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. SERVICE PROVIDER DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
(v) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of Service Provider to the Client for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to Service Provider during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.
Limitations on the Liability. Subject to the servicing standards ---------------------------- described in Section 2.11(a), and except for the Servicer's, the Custodian's or the Servicing Advisor's own willful misconduct or negligence (or in the case of the Custodian, gross negligence), the Servicer, the Custodian and the Servicing Advisor shall not be personally liable under any circumstances, including, without limitation:
(1) for any error of judgment made in good faith by an Authorized Officer of any of them;
(2) for any action taken or omitted to be taken by the Servicer, the Custodian or the Servicing Advisor in good faith in accordance with the instructions of the Credit Enhancer or the Issuer made in accordance with Section 2.11(a)(2) hereof;
(3) for any representation, warranty, covenant, agreement or indebtedness of the Issuer under the Notes or any Basic Document, or for any other liability or obligation of the Issuer;
(4) for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by any party hereto other than the Servicer, in the case of the Servicer, the Custodian in the case of the Custodian, or other than the Servicing Advisor, in the case of the Servicing Advisor, or for the form, character, genuineness, sufficiency, value or validity of any part of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents; and
(5) for any action or inaction of the Indenture Trustee or the Issuer, and none of the Servicer, the Custodian or the Servicing Advisor shall be responsible for performing or supervising the performance of any obligation under this Agreement or any Basic Document that is required to be performed by the Indenture Trustee or the Issuer under any Basic Document.
Limitations on the Liability of 3i The liability of 3i in respect of any matter under this Agreement, in the absence of fraud or dishonesty shall not exceed such proportion of the Consideration payable to 3i as may be adjusted as provided in Clause 7.
Limitations on the Liability of Subject Parties under this Agreement, in particular the limitations pursuant to clause 7.3 shall not apply to this clause 10 and any damages 45/58 and penalties paid with respect to a breach of the undertakings pursuant to clause 10 shall not be credited against the maximum amount of Sellers’ liability pursuant to clause 7.3.