Common use of Consequential and Indirect Damages Clause in Contracts

Consequential and Indirect Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND EXCEPT TO THE EXTENT OF AN INDEMNIFYING PARTY’S OBLIGATIONS UNDER ARTICLE 12 TO INDEMNIFY THE OTHER PARTY FOR DAMAGES ACTUALLY PAID TO AN UNAFFILIATED THIRD PARTY IN RESPECT OF A CLAIM SUBJECT TO INDEMNIFICATON UNDER ARTICLE XII, SUBJECT TO, IN THE CASE OF TRANSMISSION OWNER, THE CAP IN THIS SECTION 11.01, NO PARTY OR ITS AFFILIATES, NOR ITS OR THEIR DIRECTORS, TRUSTEES, MEMBERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY PUNITIVE, SPECIAL, LOST PROFIT, EXEMPLARY, MULTIPLE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING IN CONNECTION WITH OR ARISING FROM ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT, REGARDLESS OF WHETHER (A) ANY SUCH DAMAGES CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, OR (B) SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR (C) THE PARTIES WERE ADVISED OR AWARE THAT SUCH DAMAGES MIGHT BE INCURRED. Notwithstanding anything in this Agreement to the contrary, neither Party shall be responsible for any failure or inability to perform hereunder to the extent such failure or inability is caused by the acts or omissions of the other Party (including any contractor of such Party or any Person or entity for whom such Party is legally responsible) or of any third party (other than a subcontractor or agent of the Party that is unable or failing to perform hereunder). Transmission Owner shall have no responsibility or liability under this Agreement for any delay in performance or nonperformance to the extent such delay in performance or nonperformance is caused by or as a result of (a) the inability or failure of Transco or its contractors (including, but not limited to, those under Assigned Contracts) to reasonably cooperate or to perform any tasks or responsibilities contemplated to be performed or undertaken by Transco under this Agreement. or (b) any valid order or ruling by any Governmental Authority having jurisdiction over the subject matter of this Agreement except to the extent such order or ruling is the result of the Transmission Owner’s failure to perform its obligations under this Agreement. If and to the extent a Party is required or prevented or limited in taking any action or performance with respect to this Agreement by any applicable Law(s), such Party shall not be deemed to be in breach of this Agreement as a result of such compliance with the applicable Law(s). TRANSMISSION OWNER’S MAXIMUM LIABILITY UNDER THIS AGREEMENT, INCLUDING UNDER §12.01(b), FOR ALL CLAIMS OF ANY KIND WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE 4845-2993-5922, v. 1 AMOUNT PAYABLE TO TRANSMISSION OWNER BY TRANSCO FOR SERVICES UNDER ARTICLE III OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY AMOUNTS RECEIVED OR ARE RECEIVABLE BY TRANSCO PURSUANT TO ANY INSURABLE CLAIM MADE BY TRANSCO AGAINST ANY INSURANCE POLICY REQUIRED UNDER, OR MAINTAINED PURSUANT TO, ARTICLE XIII OR SCHEDULE 4 (INCLUDING ANY FORM OF SELF-INSURANCE PROVIDED IN SATISFACTION OF SUCH SECTION OR SCHEDULE) AND SHALL NOT OTHERWISE LIMIT THE RIGHT OF TRANSCO TO MAKE ANY SUCH INSURABLE CLAIMS.

Consequential and Indirect Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND EXCEPT TO THE EXTENT OF AN INDEMNIFYING PARTY’S OBLIGATIONS UNDER ARTICLE 12 TO INDEMNIFY THE OTHER PARTY FOR DAMAGES ACTUALLY PAID TO AN UNAFFILIATED THIRD PARTY IN RESPECT OF A CLAIM SUBJECT TO INDEMNIFICATON UNDER ARTICLE XII, SUBJECT TO, IN THE CASE OF TRANSMISSION OWNER, THE CAP IN THIS SECTION 11.01, NO PARTY OR ITS AFFILIATES, NOR ITS OR THEIR DIRECTORS, TRUSTEES, MEMBERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY PUNITIVE, SPECIAL, LOST PROFIT, EXEMPLARY, MULTIPLE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING IN CONNECTION WITH OR ARISING FROM ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT, REGARDLESS OF WHETHER (A) ANY SUCH DAMAGES CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, OR (B) SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR (C) THE PARTIES WERE ADVISED OR AWARE THAT SUCH DAMAGES MIGHT BE INCURRED. Notwithstanding anything in this Agreement to the contrary, neither Party shall be responsible for any failure or inability to perform hereunder to the extent such failure or inability is caused by the acts or omissions of the other Party (including any contractor of such Party or any Person or entity for whom such Party is legally responsible) or of any third party (other than a subcontractor or agent of the Party that is unable or failing to perform hereunder). Transmission Owner shall have no responsibility or liability under this Agreement for any delay in performance or nonperformance to the extent such delay in performance or nonperformance is caused by or as a result of (a) the inability or failure of Transco or its contractors (including, but not limited to, those under Assigned Contracts) to reasonably cooperate or to perform any tasks or responsibilities contemplated to be performed or undertaken by Transco under this Agreement. or (b) any valid order or ruling by any Governmental Authority having jurisdiction over the subject matter of this Agreement except to the extent such order or ruling is the result of the Transmission Owner’s failure to perform its obligations under this Agreement. If and to the extent a Party is required or prevented or limited in taking any action or performance with respect to this Agreement by any applicable Law(s), such Party shall not be deemed to be in breach of this Agreement as a result of such compliance with the applicable Law(s). TRANSMISSION OWNER’S MAXIMUM LIABILITY UNDER THIS AGREEMENT, INCLUDING UNDER §12.01(b), FOR ALL CLAIMS OF ANY KIND WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE 4845-2993-5922, v. 1 AMOUNT PAYABLE XXXXXXXXX XXXXXX XXXXXXX TO TRANSMISSION OWNER BY TRANSCO FOR SERVICES UNDER ARTICLE III OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY AMOUNTS RECEIVED OR ARE RECEIVABLE BY TRANSCO PURSUANT TO ANY INSURABLE CLAIM MADE BY TRANSCO AGAINST ANY INSURANCE POLICY REQUIRED UNDER, OR MAINTAINED PURSUANT TO, ARTICLE XIII OR SCHEDULE 4 (INCLUDING ANY FORM OF SELF-INSURANCE PROVIDED IN SATISFACTION OF SUCH SECTION OR SCHEDULE) AND SHALL NOT OTHERWISE LIMIT THE RIGHT OF TRANSCO TO MAKE ANY SUCH INSURABLE CLAIMS.

Consequential and Indirect Damages. EXCEPT FOR DAMAGES ARISING FROM A BREACH OF ARTICLE 9 (Confidentiality) AND OTHERWISE NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND EXCEPT TO THE EXTENT OF AN INDEMNIFYING PARTY’S OBLIGATIONS UNDER ARTICLE 12 TO INDEMNIFY THE OTHER PARTY FOR DAMAGES ACTUALLY PAID TO AN UNAFFILIATED THIRD PARTY IN RESPECT OF A CLAIM SUBJECT TO INDEMNIFICATON UNDER ARTICLE XII, SUBJECT TO, IN THE CASE OF TRANSMISSION OWNER, THE CAP IN THIS SECTION 11.01, NO PARTY OR ITS AFFILIATES, NOR ITS OR THEIR DIRECTORS, TRUSTEES, MEMBERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT TO ANY OTHER PARTY, FOR ANY CLAIMS OF PUNITIVE, SPECIAL, LOST PROFIT, EXEMPLARY, MULTIPLETREBLE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES INCLUDING IN CONNECTION FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH OR ARISING RESULTING FROM ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT, REGARDLESS OF WHETHER (A) ANY SUCH DAMAGES A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. 8.2 EXCLUSIVITY OF WARRANTIES. THE WARRANTIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE AND NO OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR (B) SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR (C) THE PARTIES WERE ADVISED OR AWARE THAT SUCH DAMAGES MIGHT BE INCURRED. Notwithstanding anything in this Agreement to the contrary, neither Party shall be responsible for any failure or inability to perform hereunder to the extent such failure or inability is caused by the acts or omissions of the other Party (including any contractor of such Party or any Person or entity for whom such Party is legally responsible) or of any third party (other than a subcontractor or agent of the Party that is unable or failing to perform hereunder). Transmission Owner shall have no responsibility or liability under this Agreement for any delay in performance or nonperformance to the extent such delay in performance or nonperformance is caused by or as a result of (a) the inability or failure of Transco or its contractors (including, but not limited to, those under Assigned Contracts) to reasonably cooperate or to perform any tasks or responsibilities contemplated to be performed or undertaken by Transco under this Agreement. or (b) any valid order or ruling by any Governmental Authority having jurisdiction over the subject matter of this Agreement except to the extent such order or ruling is the result of the Transmission Owner’s failure to perform its obligations under this Agreement. If and to the extent a Party is required or prevented or limited in taking any action or performance with respect to this Agreement by any applicable Law(s), such Party shall not be deemed to be in breach of this Agreement as a result of such compliance with the applicable Law(s). TRANSMISSION OWNER’S MAXIMUM LIABILITY UNDER THIS AGREEMENT, INCLUDING UNDER §12.01(b), FOR ALL CLAIMS OF ANY KIND WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE 4845-2993-5922, v. 1 AMOUNT PAYABLE TO TRANSMISSION OWNER BY TRANSCO FOR SERVICES UNDER ARTICLE III OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY AMOUNTS RECEIVED OR ARE RECEIVABLE BY TRANSCO PURSUANT TO ANY INSURABLE CLAIM MADE BY TRANSCO AGAINST ANY INSURANCE POLICY REQUIRED UNDER, OR MAINTAINED PURSUANT TO, ARTICLE XIII OR SCHEDULE 4 IMPLIED (INCLUDING ANY FORM ALL WARRANTIES OF SELF-INSURANCE PROVIDED IN SATISFACTION OF SUCH SECTION OR SCHEDULEMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND SHALL NOT OTHERWISE LIMIT THE RIGHT OF TRANSCO TO MAKE ANY SUCH INSURABLE CLAIMS.WILL APPLY. ARTICLE 9 CONFIDENTIALITY 9.1

Consequential and Indirect Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT LEASE TO THE CONTRARY, CONTRARY AND EXCEPT TO THE EXTENT OF AN INDEMNIFYING EACH PARTY’S OBLIGATIONS UNDER ARTICLE 12 SECTIONS 6 AND 15 TO INDEMNIFY THE OTHER PARTY FOR FROM AND AGAINST ANY AND ALL DAMAGES ACTUALLY PAID TO AN UNAFFILIATED THIRD PARTY IN RESPECT OF A CLAIM SUBJECT TO INDEMNIFICATON INDEMNIFICATION UNDER ARTICLE XIISECTIONS 6 AND 15, SUBJECT TO, IN THE CASE OF TRANSMISSION OWNER, THE CAP IN THIS SECTION 11.01, NO NEITHER PARTY OR NOR ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE DIRECTORS, TRUSTEES, MEMBERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, WILL REPRESENTATIVES SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT LEASE FOR ANY PUNITIVE, SPECIAL, LOST PROFIT, EXEMPLARY, MULTIPLE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING IN CONNECTION WITH OR ARISING FROM ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENTLEASE, REGARDLESS OF WHETHER (AX) ANY SUCH DAMAGES CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR ANY OTHER LEGAL OR EQUITABLE ‘THEORY OR PRINCIPLE, OR (BY) SUCH DAMAGES WERE REASONABLY FORESEEABLE, FORESEEABLE OR (CZ) THE PARTIES WERE ADVISED OR AWARE THAT SUCH DAMAGES MIGHT BE INCURRED. Notwithstanding anything in this Agreement to the contrary, neither Party shall be responsible for any failure or inability to perform hereunder to the extent such failure or inability is caused by the acts or omissions of the other Party (including any contractor of such Party or any Person or entity for whom such Party is legally responsible) or of any third party (other than a subcontractor or agent of the Party that is unable or failing to perform hereunder). Transmission Owner shall have no responsibility or liability under this Agreement for any delay in performance or nonperformance to the extent such delay in performance or nonperformance is caused by or as a result of (a) the inability or failure of Transco or its contractors (including, but not limited to, those under Assigned Contracts) to reasonably cooperate or to perform any tasks or responsibilities contemplated to be performed or undertaken by Transco under this Agreement. or (b) any valid order or ruling by any Governmental Authority having jurisdiction over the subject matter of this Agreement except to the extent such order or ruling is the result of the Transmission Owner’s failure to perform its obligations under this Agreement. If and to the extent a Party is required or prevented or limited in taking any action or performance with respect to this Agreement by any applicable Law(s), such Party shall not be deemed to be in breach of this Agreement as a result of such compliance with the applicable Law(s). TRANSMISSION OWNER’S MAXIMUM LIABILITY UNDER THIS AGREEMENT, INCLUDING UNDER §12.01(b), FOR ALL CLAIMS OF ANY KIND WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE 4845-2993-5922, v. 1 AMOUNT PAYABLE TO TRANSMISSION OWNER BY TRANSCO FOR SERVICES UNDER ARTICLE III OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY AMOUNTS RECEIVED OR ARE RECEIVABLE BY TRANSCO PURSUANT TO ANY INSURABLE CLAIM MADE BY TRANSCO AGAINST ANY INSURANCE POLICY REQUIRED UNDER, OR MAINTAINED PURSUANT TO, ARTICLE XIII OR SCHEDULE 4 (INCLUDING ANY FORM OF SELF-INSURANCE PROVIDED IN SATISFACTION OF SUCH SECTION OR SCHEDULE) AND SHALL NOT OTHERWISE LIMIT THE RIGHT OF TRANSCO TO MAKE ANY SUCH INSURABLE CLAIMS.