Further limitation on liability. The Escrow Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the reasonable control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or earthquakes, fire, flood, acts of terrorism, civil or military disturbances, sabotage, epidemic, riots, accidents, labor disputes, interruptions, loss or malfunctions of utilities, computer (hardware or software), the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).
Further limitation on liability. To the extent permitted by law, the total liability of either Party to the other under any cause of action arising under or in connection with this Agreement or the Products and any theory of damages, excluding any claim for indemnification, shall not exceed the [***]. The liability of both Parties—on any legal grounds whatsoever excluding indemnification – is limited to the damages caused by gross negligence or by willful misconduct.
Further limitation on liability. The Escrow Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).
Further limitation on liability. The Escrow Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of (i) any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental, supranational or regulatory authority, any act of God or war, fire, epidemic, explosion, terrorism, floods, earthquakes, typhoons, riots, civil commotion or unrest, insurrection, nationalization, expropriation, redenomination or other related governmental actions, strikes or lockouts, or electrical outages related thereto or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility or computer services or systems) or (ii) any circumstances where, in the opinion of the Escrow Agent acting reasonably, performance of any duty or obligation under or pursuant to this Agreement would or may be illegal or would result in the Escrow Agent being in breach of any law, rule, regulation, or any decree, order, award, decision or judgment of any court, or practice, request, direction, notice, announcement or similar action (whether or not having the force of law but with which the Escrow Agent would normally comply) of any relevant government, government agency, regulatory authority, stock exchange or self-regulatory organization to which the Escrow Agent is subject.
Further limitation on liability. The Interest Reserve Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Interest Reserve Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).
Further limitation on liability. 10.14.1 No claim shall be made by the Purchaser or the Relevant Purchasers against the Sellers except when and to the extent that such warranty, representation, indemnity, covenant or undertaking is expressly contained or referred to in any of the Transaction Documents.
Further limitation on liability. Notwithstanding anything to the contrary in this agreement, except with respect to liability for misrepresentation or breach of warranty in section 4.5 or 13.2, after the closing the aggregate liability of the Sellers to the Buyer for indemnification or otherwise under this agreement shall be limited solely to the funds held in the Indemnity Escrow Account, the Working Capital Account and the Litigation Escrow and after the closing the Buyer shall have no other recourse against either of the Sellers or any of the partners of TCS Television Partners, L.P. with respect to such indemnity obligations or otherwise (including any claim based on any other theory of liability, including, without limitation, fraud) arising under this agreement. With respect to the funds held in the Indemnity Escrow Account, the Buyer shall be entitled pursuant to this section 9 to any amount in excess of $750,000 (the "Excess Amount") only to the extent that the loss, liability, damage or expense suffered by the Buyer resulted from a willful breach of covenant or other agreement by the Company or the Sellers or a misrepresentation or breach of warranty by the Sellers of which the Company or the Sellers had knowledge prior to the closing. 9.5
Further limitation on liability. 46 9.5 Conditions of Indemnification for Third Party Claims . . . . . . . . . . . . . . . . . . . . . 47
Further limitation on liability. The Escrow Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the reasonable control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or other wire or communication facility).
Further limitation on liability. (a) Notwithstanding anything to the contrary in this Agreement, the aggregate Liability for Losses of Seller to the Buyer Indemnified Parties under Section 9.2(a)(i) for indemnification under this Agreement and for similar indemnification obligations pursuant to the asset purchase agreements(s) for the Related Transactions, other than in respect of Fundamental Representations (and Fundamental Representations (as defined therein) under the asset purchase agreement(s) for the Related Transactions), shall be limited to an amount equal to Seven Million Dollars ($7,000,000).
