Actual Losses; Willful Misconduct Clause Samples

Actual Losses; Willful Misconduct. In determining the amount to which Indemnified Parties are entitled to assert a claim for indemnification pursuant to this Section 13, only actual losses, and not claims for lost profits or opportunity costs, shall be taken into account, and except in connection with a Third Party Claim in which damages are awarded to a Third Party, the parties waive any claim to punitive or special damages relating to claims against each other. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Indemnifying Party be obligated under this Section 13 to indemnify any Person otherwise entitled to indemnity hereunder in respect of any Losses that result from the willful misconduct, bad faith or negligent acts or omissions of such Person.