Additional Limitations on Liability. (a) EXCEPT AS SET FORTH IN SECTION 5.02(C), NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
(b) Except as set forth in Section 5.02(c), (i) the Company Indemnitors’, on the one hand, and the AIG Indemnitors’, on the other hand, aggregate liability to the other in respect of a Service shall be limited to an amount equal to twelve (12) times the Monthly Charge for such Service, where “Monthly Charge” means the amount of Service Charges paid and payable for the first full calendar month with respect to such Service and (ii) the Company Indemnitors’, on the one hand, and the AIG Indemnitors’, on the other hand, cumulative aggregate liability to the other for any claims related to or arising out of this Agreement shall be limited to an amount equal to three (3) times the total Service Charges paid and payable to such Party pursuant to this Agreement during the twelve (12) months prior to the first date an event giving rise to the liability occurred.
Additional Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and Trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed by the Trust on behalf of each Fund by the Trust’s officers in their capacity as officers and not individually and is not binding upon any of the Trustees, officers or shareholders of the Trust individually but the obligations imposed upon the Trust or a Fund by this Agreement are binding only upon the assets and property of the respective Fund, and persons dealing with the Trust or a Fund must look solely to the assets of such Fund for the enforcement of any claims.
Additional Limitations on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN SHALL APPLY TO SISW’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY OBLIGATIONS UNDER THE AGREEMENT; HOWEVER, NOTHING IN THIS SECTION SHALL PREVENT SISW FROM CONTINUING THE DEFENSE OF ANY ACTION AT ITS SOLE DISCRETION AND EXPENSE. ALL WARRANTY DISCLAIMERS SET FORTH IN THE AGREEMENT SHALL ALSO APPLY WITH RESPECT TO SISW’S LICENSORS. SISW’S LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER UNDER THE AGREEMENT.
Additional Limitations on Liability. Neither the Purchaser nor any Purchaser Indemnified Party, nor the Seller nor any Seller Indemnified Party may avoid the limitations on liability set forth in this Article 6 by seeking damages for breach of contract, tort or pursuant to any other theory of liability.
Additional Limitations on Liability. (a) [REDACTED – commercially sensitive information]
(b) Nothing contained in this Article IV is intended to, nor shall it be deemed to, limit or alter the indemnification obligations of Sellers or Purchaser pursuant to Article VIII of the Purchase Agreement.
Additional Limitations on Liability. (i) The Seller’s aggregate Liability under Section 2.06(b) shall not exceed the Purchase Price. For the avoidance of doubt, the Seller’s aggregate Liability under Section 2.06(b)(i) (except for breaches of Fundamental Representations) shall not exceed the Escrow Amount.
(ii) The limitations contained in this Section 2.06(f) shall in no way limit the amounts the Purchaser Indemnified Parties may recover directly under the R&W Policy from the underwriter(s) of the R&W Policy.
(iii) After the aggregate amount of all Losses in respect of which an indemnification claim is properly made thereunder exceeds an amount equal to the Basket plus the Escrow Amount, the Purchaser shall have no further claim for indemnification against the Seller under Section 2.06(b)(i) other than in respect of a breach or inaccuracy of a Fundamental Representation by the Seller.
(iv) After the aggregate amount of all Losses in respect of which an indemnification claim is properly made thereunder exceeds an amount equal to the Escrow Amount, prior to a Purchaser Indemnified Party making a claim for indemnification from the Seller under Section 2.06(b)(ii) – (b)(viii), the Purchaser shall, and shall cause the Purchaser Indemnified Parties to use Commercially Reasonable Efforts to seek recovery, at its or their own expense, under all applicable insurance policies, including the R&W Policy, to the extent coverage for such matters exists on the face of the applicable insurance policy, and indemnification or reimbursement rights covering any such claim; provided, however, that the Purchaser shall not be required to, and it shall not be required to cause any Transferred Entity to, initiate or pursue any legal action to make any such recovery; provided, further, that in no event shall the Purchaser’s obligations under this sentence act as a bar to bringing an indemnification claim against the Seller. To the extent that the Purchaser or any Transferred Entity receives any amount under insurance coverage or other recovery with respect to a matter for which a Purchaser Indemnified Party has previously obtained payment in indemnification, the Purchaser shall, as soon as reasonably practicable after receipt of such insurance proceeds or other recovery, pay and reimburse the Seller, for any prior indemnification payment up to the amount of the insurance proceeds or other recovery, but less (A) the cost and expense of pursuing such recovery, (B) any deductible associated therewith and (C) the amount ...
Additional Limitations on Liability. ALL LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT SHALL APPLY TO SIEMENS’ INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY OBLIGATIONS FOR EDA HARDWARE UNDER THE AGREEMENT; HOWEVER, NOTHING IN THIS SECTION SHALL PREVENT Siemens FROM CONTINUING THE DEFENSE OF ANY ACTION AT ITS SOLE DISCRETION AND EXPENSE. ALL WARRANTY DISCLAIMERS SET FORTH IN THE AGREEMENT SHALL ALSO APPLY WITH RESPECT TO SIEMENS’ LICENSORS. SIEMENS’ LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER UNDER THE AGREEMENT.
Additional Limitations on Liability. Neither Party shall have any liability to the other Party for consequential, indirect, special or punitive damages, including lost profits or lost revenues, arising out of such Party’s errors and omissions for activities under this Agreement not covered by Section 20.1 As a result, liability hereunder for such activities is limited to direct damages. Other than its duty to deliver electric energy and capacity, which is governed by Section 20.1, the Company shall have no duty or liability to the Supplier providing Competitive Energy Supply based on the rights and responsibilities that exist under the contract or other relationship between the Supplier and a Customer of the Supplier.
Additional Limitations on Liability. Neither Party shall have any liability to the other Party for consequential, indirect, special or punitive damages, including lost profits or lost revenues, arising out of such Party’s errors and omissions for activities under this Agreement not covered by Section 20.1. As a result, liability hereunder for such activities is limited to direct damages. Other than its duty to deliver electric energy and capacity, which is governed by Section 20.1, the Company shall have no duty or liability to the Supplier providing Competitive Energy Supply based on the rights and responsibilities that exist under the contract or other relationship between the Supplier and a Customer of the Supplier. The Company shall implement Customer selection of a Supplier consistent with the Applicable Legal Authorities and shall have no liability to the Supplier arising out of or related to Customers’ decisions in switching among the Suppliers. This Agreement does not create any duty or liability to Customers for the errors or omissions of the Company or the Supplier. If any liability for a Customer's lost savings arising out of an error or omission in customer enrollment or switching should be imposed upon a Party by the Applicable Legal Authorities, and analysis of the EDI transaction trail for the transaction at issue demonstrates that the error or omission was caused by the other Party, the financial responsibility for that liability shall be assumed by such other Party.
Additional Limitations on Liability. Notwithstanding anything to the contrary contained in this Agreement (including this Article XI), no Indemnifying Party shall be liable to any Indemnified Party, whether in contract, tort (including negligence and strict liability) or otherwise, at law or in equity, and Losses under this Article XI shall not include, (A) consequential, indirect, exemplary, special or punitive damages, (B) losses or damages based upon a multiple of profits or earnings, (C) losses or damages caused by diminution of value or loss of use, profits, revenue, opportunity or reputation or (D) interest charges or cost of capital, except, in each case, to the extent any such damages are awarded against or otherwise payable or incurred by an Indemnified Party in connection with a Third Party Claim.
