Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, 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 PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES (I) ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01 OR (II) ARISE OUT OF SUCH PARTY’S, OR ANY OF ITS AFFILIATE’S, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF SECTION 7.01.
(b) The liability of a Party with respect to a Service or access to a Facility provided pursuant to this Agreement or anything done in connection therewith, whether in contract, tort or otherwise, shall not exceed $35,000,000 except with respect to (A) third-party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct.
(c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement.
(d) Any claim for indemnification by a Person entitled to indemnification hereunder must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the twenty-one (21) month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.
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. 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. 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. 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. (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. 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.
Additional Limitations on Liability. Company shall not be liable for any loss or damage caused by delay in furnishing the Products. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, COLLATERAL, SPECIAL, PUNITIVE, TREBLE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL) WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT, WARRANTY OR ANY OTHER BASIS UNDER OR AS A RESULT OF THIS AGREEMENT OR THE PRODUCTS, IRRESPECTIVE OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER, OR AS A RESULT OF THIS AGREEMENT, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE PRODUCTS PURCHASED UNDER ANY PURCHASE ORDER. The parties agree that the limitations on liability set forth in this Agreement are independent of any exclusive or limited remedies, and shall survive and apply even if such remedies are found to have failed of their essential purpose. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Customer more than one (1) year after the events which gave rise to the cause of action occurred.
