Common use of Limits on Liability Clause in Contracts

Limits on Liability. (a) Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, in excess of one million five hundred thousand dollars ($1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limits on Liability. (a) Except with respect to claims for equitable remedies and claims based on fraudPOTENTIATE’S MAXIMUM AGGREGATE LIABILITY TO CLIENT AS A RESULT OF ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR AN ORDER, following the Closing DateWHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3TORT, as appropriateSTRICT LIABILITY, in excess of one million five hundred thousand dollars ($1,500,000)OR ANY OTHER THEORY OF LIABILITY, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitelySHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO POTENTIATE HEREUNDER FOR THE PRODUCT AND OR SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. IN NO EVENT SHALL ANY WILL EITHER PARTY BE LIABLE FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, CONSEQUENTIALEXEMPLARY, EXEMPLARY PUNITIVE, OR PUNITIVE DAMAGESOTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR AN ORDER OR ITS PERFORMANCE HEREUNDER, WHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY A PART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION 8.1WILL OPERATE TO EXCLUDE OR RESTRICT POTENTIATE’S LIABILITY (IF ANY) TO CLIENT FOR ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, INCLUDING BUT NOT LIMITED TO, DEATH OR PERSONAL INJURY RESULTING FROM POTENTIATE’S GROSS NEGLIGENCE.

Limits on Liability. (a) Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, in excess of one million five hundred thousand dollars ($1,500,000TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY DAMAGES THAT A CUSTOMER MAY BE ENTITLED TO PURSUANT TO SECTION 2(d), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECTLOST PROFITS, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, CONSEQUENTIALEXEMPLARY, EXEMPLARY OR PUNITIVE DAMAGESINDIRECT DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR SUCH DAMAGES WERE FORESEEABLE. TO THE POSSIBILITY EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, THE TOTAL, CUMULATIVE LIABILITY OF SUCH DAMAGESEACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE GOODS PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED THE TOTAL OF THE AMOUNTS PAID TO CORE-XXXX PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IN ALL CASES EXCEPT FOR LIABILITIES RELATED TO A PAYMENT DEFAULT.

Limits on Liability. (a) Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor No Buyer Indemnified Party shall have an seek reimbursement or indemnification obligation for any amount from Sellers for Losses arising out of or resulting from under Section 10.1(a) until the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3Buyer Indemnified Parties, as appropriatea group, have suffered among them aggregate Losses under Section 10.1(a) in excess of one million five hundred thousand dollars ($1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) 159,000 (the “Threshold AmountBasket”), after in which time event the Indemnitor shall be liable only Buyer Indemnified Parties, as a group, may seek reimbursement or indemnification from Sellers severally (and not jointly) solely for the amount of such Losses in excess of the Threshold Amount. The Basket, with each Seller obligated for an amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up equal to the amount of such partyLosses in excess of the Basket multiplied by such Seller’s payment with respect Seller Pro Rata Percentage set forth on Schedule I. No Seller shall have any obligation under Section 10.1(a) to pay by way of indemnification any amounts exceeding twenty percent (20%) of the portion of the Purchase Price actually paid to such LossesSeller (the “Cap”). Claims Notwithstanding the foregoing, the Basket and Cap shall not apply to: (i) Losses resulting from breaches of, or any inaccuracies in, the representations and warranties contained in Section 4.1 (Organization of the Company), Section 4.2 (Capital Stock), Section 4.3 (Authorization), Section 4.4 (Subsidiaries), Section 4.13 (No Brokers), Section 4.14 (Intellectual Property and Technology), Section 4.15 (Taxes), Section 4.18 (Receivables) and Section 4.20(c), (d) and (f) (Labor Matters); (ii) Losses described in Section 11.2(a); (iii) Losses resulting from the failure to perform or comply with the obligations and covenants of a Seller or the Company in this Agreement; (iv) any Losses resulting from the Unpaid Company Transaction Expenses; or (v) any Losses resulting from fraud or intentional misrepresentation. Notwithstanding anything to the contrary in this Agreement, (A) except for fraud, intentional misrepresentation or willful breach, and subject to the limitations set forth herein, the aggregate liability of any Seller for Losses made shall be equal to the aggregate amount of all payments actually received by such Seller pursuant to clause Article 2 hereof and (aB) no Seller shall be liable for the willful or intentional breach of Section 10.2 and another Seller, or for any act of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESfraud committed by another Seller.

Limits on Liability. (a) Except with respect to claims for equitable remedies and claims based on fraudEXCEPT WITH RESPECT TO EACH PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, in excess of one million five hundred thousand dollars ($1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY EACH PARTY AND ITS LICENSORS WILL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE GREATER OF (I) TEN U.S. DOLLARS ($10) AND (II) THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN PAID BY CUSTOMER TO ALTANA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, MINUS, IN ALL CIRCUMSTANCES, ANY INDIRECTAMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) BY A PARTY TO THE OTHER PARTY IN SATISFACTION OF ANY LIABILITY FOR DAMAGES UNDER THIS AGREEMENT. EACH PARTY RELEASES THE OTHER PARTY AND ITS LICENSORS FROM ALL OBLIGATIONS, INCIDENTALLIABILITY, SPECIALCLAIMS, CONSEQUENTIALOR DEMANDS RELATING TO ALTANA IP, EXEMPLARY THE SERVICES, OR PUNITIVE DAMAGES, THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 9.2. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WILL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF THE POSSIBILITY OF SUCH DAMAGESITS ESSENTIAL PURPOSE. Customer acknowledges and agrees that Xxxxxx’s performance of its obligations hereunder will be reduced to the extent that such performance is hindered, delayed, or prevented by any act, omission, failure to perform, or breach of this Agreement by Customer.

Limits on Liability. (a) Except with respect to claims for equitable remedies and claims based on fraudALL INFORMATION AND MATERIALS ON THE SERVICE AND ANY LINKED SITES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, following the Closing DateAND MAY INCLUDE INACCURACIES OR ERRORS. XXXXX MAKES NO REPRESENTATIONS AND, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3TO THE FULLEST EXTENT ALLOWED BY LAW, as appropriateDISCLAIMS ALL WARRANTIES, in excess of one million five hundred thousand dollars ($1,500,000)EXPRESS OR IMPLIED, and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3STATUTORY OR CONTRACTUAL, as appropriateINCLUDING, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”)BUT NOT LIMITED TO, after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold AmountWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, REGARDING ALL MATERIALS ON THIS SITE. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductiblesXXXXX AND ANY OF ITS OFFICERS, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; providedMEMBERS, howeverMANAGERS, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such LossesEMPLOYEES, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE, WHETHER IN NO EVENT SHALL ANY PARTY BE LIABLE CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTALPUNITIVE, SPECIAL, CONSEQUENTIALCONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, EXEMPLARY COST OF PROCURING SUBSTITUTE SERVICE OR PUNITIVE DAMAGESLOST OPPORTUNITY) RELATING TO THE USE, PERFORMANCE, DELAY OR INABILITY TO USE THE SERVICE OR A LINKED SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED XXXXX IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY DISPUTE WITH XXXXX (OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, OR OTHER REPRESENTATIVES) IS TO STOP USING THE SERVICE, AND TO CANCEL YOUR ACCOUNT. XXXXX’X MAXIMUM LIABILITY TO YOU FOR CLAIMS, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL IN NO EVENT EXCEED YOUR ANNUAL SUBSCRIPTION FEE. You acknowledge you are fully aware of security and privacy risks, including, but not limited to (i) the limitations of security, privacy and authentication measures, and (ii) the fact that data and information transferred via the Service may be subject to eavesdropping, breaking passwords, spoofing, harassment and other security or privacy hazards. We shall not be liable for any damages of any kind associated with these risks. Use of the Service and any content on the Service, including any authorized downloading of content from the Service, is at your own risk. We do not warrant that access to the Service or any of its content will be uninterrupted or error free, that defects will be corrected, or that this Site will be free of viruses or other harmful components. You are solely responsible for any damage to computer systems or loss of data you may suffer. We have not reviewed any sites linked to the Service (“Linked Sites”) and we are not responsible for the content of any Linked Sites. Your access to, and use of any Linked Site(s) is entirely at your own risk. Indemnification You agree to indemnify, defend, and hold Xxxxx and our members, managers, officers, employees, agents and representatives harmless from all claims, liabilities, damages, and expenses (including attorneys' fees and expenses) arising out of or relating to: (a) any content you post to the Service, (b) your inappropriate or unlawful use of the Service; and (c) any alleged breach of this Subscription Agreement or the Acceptable Use Policy. Law and Jurisdiction The Service is operated by Xxxxx from the State of New York, United States of America. Xxxxx makes no representation that materials in the Service are appropriate or available for use in other locations. Any ability to access the Service in any jurisdiction other than New York does not constitute Xxxxx purposefully availing itself of the privilege of conducting business in that jurisdiction. If you access the Service from other jurisdictions, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Subscription Agreement shall be governed by internal New York and relevant federal laws without giving effect to principles of conflicts of laws. Exclusive jurisdiction for any action or dispute relating to the Service is in the state and federal courts located in New York. By accessing the Service you consent to the jurisdiction of such courts. Intellectual Property Infringement Claims Xxxxx will respond as quickly as practicable to any claims that infringing material appears on the Service, including investigating any such claims and taking appropriate action under applicable laws. If we receive a notice of infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, et seq. (the “Act”), we will take steps to remove or disable access to the allegedly infringing material, including any links thereto. We will terminate access for any user who is a repeat infringer. Notices of alleged infringement should be sent to: Xxxxx, LLC XX Xxx 000 Xxxxxxxxxx, XX 00000 xxxxxxx@xxxxxxxxxxxxxxxx.xxx

Limits on Liability. (aSTARGUIDE IS NOT LIABLE TO CLIENT OR ANYONE USING THE DEVICE OR THE SERVICES, OR ANY THIRD PARTIES, FOR THE FOLLOWING: I) Except with respect to claims for equitable remedies and claims based on fraudDEFECTS, following the Closing DateFAILURES OR INTERRUPTIONS IN SERVICE, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (aINCLUDING TRANSMISSION; II) of Section 10.2 or clause (aANY DAMAGES, INCLUDING LOSS OF PROPERTY, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, OR ANY OTHER LOSS, HOWEVER CAUSED, ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICES OR THE DEVICE; III) of Section 10.3LOSS, as appropriateTHEFT, in excess of one million five hundred thousand dollars ($1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (aDAMAGE TO OR UNAUTHORIZED USE OF THE SERVICES OR THE DEVICE; AND VI) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIALSPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES (INCLUDING LOST PROFITS, CONSEQUENTIALANTICIPATED OR LOST REVENUE, EXEMPLARY LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS OR PUNITIVE DAMAGESANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM), WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF SUCH PARTY STARGUIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH THOSE DAMAGES.

Limits on Liability. Indemnification. (a) Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, in excess of one million five hundred thousand dollars ($1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY PARTY SA WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, SPECIALOR CONSEQUENTIAL DAMAGES, CONSEQUENTIALOR FOR ANY LOSS OF PROFITS, EXEMPLARY DATA, REVENUE, GOODWILL OR PUNITIVE DAMAGESANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, EVEN IF SUCH PARTY SA HAS BEEN ADVISED INFORMED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF SUCH DAMAGESTHE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) RESULTING FROM, OR IN ANY WAY RELATED TO, THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF $25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “Indemnity Agreement”) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in connection with the services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “SA Indemnitees”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity Agreement.

Limits on Liability. (a) Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, in excess of one million five hundred thousand dollars ($1,500,000TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY DAMAGES THAT A CUSTOMER MAY BE ENTITLED TO PURSUANT TO SECTION 2(d), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitely. IN NO EVENT SHALL ANY NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECTLOST PROFITS, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, CONSEQUENTIALEXEMPLARY, EXEMPLARY OR PUNITIVE DAMAGESINDIRECT DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR SUCH DAMAGES WERE FORESEEABLE. TO THE POSSIBILITY EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS. THE TOTAL, CUMULATIVE LIABILITY OF SUCH DAMAGESEACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED THE TOTAL OF THE AMOUNTS PAID TO CORE-MARK PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IN ALL CASES EXCEPT FOR LIABILITIES RELATED TO A PAYMENT DEFAULT.

Limits on Liability. COMPANY’S MAXIMUM AGGREGATE LIABILITY TO SUBSCRIBER AS A RESULT OF ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO COMPANY HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (a12) Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor shall have an indemnification obligation for any amount for Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, in excess of one million five hundred thousand dollars ($1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “Threshold Amount”), after which time the Indemnitor shall be liable only for the amount of Losses in excess of the Threshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for Losses made pursuant to clause (a) of Section 10.2 and of Section 10.3 may be made at any time prior to the Expiration Date and all other claims for Losses pursuant to this Article X may be made indefinitelyMONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. IN NO EVENT SHALL ANY WILL EITHER PARTY BE LIABLE FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, CONSEQUENTIALEXEMPLARY, EXEMPLARY PUNITIVE, OR PUNITIVE DAMAGESOTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS PERFORMANCE HEREUNDER, WHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION 8 WILL OPERATE TO EXCLUDE OR RESTRICT COMPANY’S LIABILITY (IF ANY) TO SUBSCRIBER FOR ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, INCLUDING BUT NOT LIMITED TO, DEATH OR PERSONAL INJURY RESULTING FROM COMPANY’S NEGLIGENCE.