Remedies; Limitation of Liability. We are not liable for any damages related to a Contractor's failure to remove an excerpt or preview of the Work or update the version of the Work subject to this Agreement during its Term, provided that We have given notice of the requested change to such Contractor. We will not be liable to You for copyright infringement, or in any other way, for the failure of a retailer or Contractor to cease the production, sale and distribution of the Work to remove an excerpt or preview of the Work after this Agreement is terminated, provided that We have given notice of the requested change to such Contractor. We will continue to pay Royalties for any sales made by Us or Our Contractors after the termination of this Agreement. In the event that We publish the Work in any format other than the format selected and purchased by You, Your sole remedy will be the payment of Royalties on any sale of the Work in the non-selected format; and, upon written notice from You, We will delist and request Our Contractors to delist such version. The Parties intend that the payment of Royalties if a sale of the Work occurs after this Agreement is terminated or if the Work is published in a non-selected format constitutes Liquidated Damages and compensation, but not a penalty. The Parties acknowledge and agree that any harm to You caused by the publication of the Work in an non—selected format or a sale of the Work after this Agreement is terminated would be impossible or very difficult to accurately estimate at the time of making of this Agreement and at the time of such event occurs, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise. Our payment of the Liquidated Damages is Our sole liability and entire obligation, as well as Your exclusive remedy if such a sale or publication occurs. LIMITATION OF LIABILITY. IN NO EVENT WILL WE OR ANY OF OUR EMPLOYEES, REPRESENTATIVES, OFFICERS, DIRECTORS, OR OWNERS OR CONTRACTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT, TORT (INCLUDING LIBEL AND NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF...
Remedies; Limitation of Liability. (i) Except for liability arising from (i) death or bodily injury; or (ii) gross negligence, or willful misconduct, in any dispute between Registry Operator and/or ICANN on the one hand and Escrow Agent on the other hand, all liability of Escrow Agent, Registry Operator and/or ICANN related to this Escrow Agreement, if any, whether arising in contract, tort (including negligence) or otherwise, shall be limited to an amount equal to the then annual fees paid to Escrow Agent under this Escrow Agreement.
Remedies; Limitation of Liability. (a) Notwithstanding any other provision of this Agreement, in no event shall the Members, the REIT or any of their Affiliates (including the Manager), on the one hand, or the Sub-Manager, on the other hand, be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Members, the REIT or their Affiliates, on the one hand, or the Sub-Manager, on the other hand, has been advised of the likelihood of such loss or damage and regardless of the form of action; provided, however, that in connection with any dispute between any Member Entities or the Manager, on the one hand, and the Sub-Manager, on the other hand, regarding the Sub-Manager’s right to receive payments under this Agreement, (x) if the Sub-Manager is finally determined to have been entitled to receive any amounts (not paid when due) under this Agreement, the Sub-Manager will be entitled to (1) reimbursement of reasonable costs and expenses (including attorneys’ fees) incurred in connection with such dispute and collection of such amounts and (2) interest accruing at the Interest Rate on such unpaid amounts from the date payment was originally due until actually paid, and (y) if the Sub-Manager is finally determined not to have been entitled to receive any amounts (not paid when due) under this Agreement, the Manager will be entitled to reimbursement of reasonable costs and expenses (including attorneys’ fees) incurred in connection with such dispute. Further, notwithstanding any other provision of this Agreement, neither the Manager nor either of the Members (or any of their respective Affiliates) shall be liable to the Sub-Manager for payment of a Sub-Manager Base Management Fee, Sub-Manager Termination Fee or any similar compensation except to the extent that the Manager, the applicable Members or such Affiliate (as the case may be) or its permitted assignee has actually received a corresponding fee from the REIT. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligatio...
Remedies; Limitation of Liability. The rights and remedies reserved to a party in this Agreement shall be cumulative with, and additional to, all other or further remedies provided to a party in law or equity. Subject to the exclusions set forth below, neither Customer nor the Supplier shall be liable to the other for any [*****] arising out of or relating to this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise, for events, acts or [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Telenav Services Agreement 03_06_14.doc EXHIBIT 10.27.2++ omissions in an [*****] amount in [*****] of [*****] the [*****], and subject to the exclusions set forth below, neither party shall be liable to the other party for [*****] (including [*****] or [*****]) or other [*****] that arise out of or are related to performance under this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise. The exclusions of liability set forth above are not applicable to: (i) either party’s liability resulting from bodily injury or death or from damage to any real or personal property, (ii) either party’s indemnity obligation, including but not limited to the intellectual property or proprietary rights indemnity, as set forth in this Agreement, (iii) any breach of confidentiality obligations undertaken in Sections 5 and 6 of this Agreement, (iv) any breach or violation of a party’s intellectual property or proprietary rights, (v) liability resulting from a party’s [*****] or [*****] or [*****].
Remedies; Limitation of Liability. END-CUSTOMER‟S SOLE REMEDY FOR BREACH OF THE FOREGOING LIMITED WARRANTY SHALL BE, AT PARTNER‟S OPTION, EITHER: REFUND THE PRORATED FEES FOR THE SERVICE PAID TO PARTNER; OR (II) REPAIR OR REPLACEMENT OF THE NON- CONFORMING EQUIPMENT AND/OR RE-PERFORMANCE OF THE NON-CONFORMING SERVICE. IN NO EVENT SHALL DELL/PARTNER/RESELLER OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR DAMAGES IN EXCESS OF THE FEES PAID FOR ANY EQUIPMENT AND SERVICE IN THE SIX (6) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GAVE RISE TO THE CLAIM.
Remedies; Limitation of Liability. Except for liability arising from (i) death or bodily injury; or (ii) gross negligence, or willful misconduct, in any dispute between Registry Operator and/or ICANN on the one hand and Escrow Agent on the other hand, all liability of Escrow Agent, Registry Operator and/or ICANN related to this Escrow Agreement, if any, whether arising in contract, tort (including negligence) or otherwise, shall be limited to an amount equal to the then annual fees paid to Escrow Agent under this Escrow Agreement. As between Registry Operator and ICANN the liability limitations of the Registry Agreement also apply. In no event shall any party to this Escrow Agreement be liable to another party for any incidental, special, punitive or consequential damages, lost profits, any costs or expenses for the procurement of substitute services (excluding substitute escrow services), or any other indirect damages, whether arising in contract, tort (including negligence) or otherwise even if the possibility thereof may be known in advance to one or more parties. Each party expressly reserves all rights in law or equity to enforce the provisions of this Escrow Agreement, subject only to the limitations set forth in this Section 11(a).
Remedies; Limitation of Liability. 9.01 Manager shall have no liability to the Owner Parties for violation of, breach of, non-compliance with or otherwise with respect to any provision of this Agreement other than to the extent any such liability is the result of the gross negligence, willful misconduct, fraud or any criminal act or omission of Manager, any of its Affiliates or any of their respective employees, and in such case, Manager’s liability shall be limited to the amount of Development Payments actually paid in cash to Manager and any indemnification pursuant to Section 9.04.
Remedies; Limitation of Liability. Subject to the remainder of this Section, each party shall have all of its rights and remedies at law or in equity in the event of a breach by the other party. The parties further agree that their agreements under Sections 5, 6 and 7 hereof are of a unique, special and extraordinary character and that any breach or threatened breach by either party of any such provision shall cause the other party irreparable harm which cannot be remedied solely by damages. Therefore, in the event of any controversy concerning the rights or obligations under Sections 5, 6 or 7, such rights or obligations shall be enforceable in a court of competent jurisdiction at law or in equity by an injunction or a decree of specific performance or, if a party elects, by obtaining damages or such other relief as such party may elect to pursue. Such remedies, however, shall be cumulative and nonexclusive and shall be in addition to any other remedies which each party may have. Notwithstanding the foregoing, neither party, nor its affiliates, nor any of its or their directors, officers, employees, subcontractors or agents shall have any liability of any type (including, but not limited to, contract, negligence, and tort liability), for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss in connection with or arising out of this Agreement or the Services performed or to be performed hereunder. In addition, in no event shall the collective, aggregate liability (including, but not limited to, contract, negligence and tort liability) of Quintiles or its affiliates, or Quintiles’ or its’ affiliates’ directors, officers, employees, subcontractors and agents, under this Agreement exceed the budget for the Project.
Remedies; Limitation of Liability. Section 19.01. The specified remedies to which Landlord or Tenant may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which the party may be lawfully entitled in case of any breach or threatened breach by the other party of any provision of this Lease. The failure of a party to insist in any one or more cases upon the strict performance of any of the covenants of this Lease or to exercise any option in this Lease shall not be construed as a waiver or a relinquishment for the future of such covenant or option. A receipt by Landlord of the Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach, and no waiver by either party of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by such party. In addition to the other remedies in this Lease provided, either party shall be entitled to the restraint by injunction of the violation, or attempted or threatened violation, of any of the covenants, conditions, or provisions of this Lease.
Remedies; Limitation of Liability. PerkinElmer will not be responsible or liable for any Service problems or issues arising from (i) use of the Service by Customer or any User in breach of this Agreement; (ii) modification, alteration, or configuration of the Service by or for Customer that has not been authorized in writing by PerkinElmer; (iii) hardware, software, technology, intellectual property, communications facilities, or equipment which has not been provided by PerkinElmer; (iv) any act or omission of Customer or any User that prevents, delays, disturbs, or interferes with XxxxxxXxxxx’s performance of its obligations hereunder; or (v) performance or security issues encountered with the Service that result from Customer’s failure to accept the application of Patches that are necessary for the proper function and security of the Service. If the Services or Professional Services fail to meet the express warranties set forth in this Section 14, PerkinElmer will, in PerkinElmer’s sole discretion and as Customer’s sole and exclusive remedy, either (i) correct the non-conformities in the Service in accordance with the SLA, or re-perform the affected Professional Services; or (ii) terminate the affected Service or SOW and provide to Customer a refund for the remaining duration of the purchased subscription term or for the affected portion of the Professional Services, as applicable. For clarity, Customer’s sole and exclusive remedies for breach of the SLA are as set forth in the SLA. EXCEPT IN CONNECTION WTH (A) CUSTOMER’S BREACH OF SECTION 2, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (C) A PARTY’S BREACH OF SECTION 13, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF PROFITS (EXCLUDING FEES PAYABLE OR DUE UNDER THIS AGREEMENT), DATA LOSS, BREACH OF DATA OR SYSTEM SECURITY, OR DATA USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AVAILABLE REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT WILL PERKINELMER’S LICENSORS BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE, ARISING FROM THE USE OF THE SERVICE OR THIRD-PARTY SOFTWARE. PERKINELMER’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED T...
