Common use of Contractor Aggregate Liability Clause in Contracts

Contractor Aggregate Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONTRACTOR INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO OWNER INDEMNIFIED PARTIES UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCTS LIABILITY, INDEMNITY, CONTRIBUTION OR ANY OTHER CAUSE OF ACTION FOR CUMULATIVE AGGREGATE AMOUNTS IN EXCESS OF AN AMOUNT EQUAL TO [***] U.S. DOLLARS (U.S. $[***]) (“AGGREGATE CAP”) AND OWNER SHALL RELEASE CONTRACTOR INDEMNIFIED PARTIES FROM ANY LIABILITY IN EXCESS THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY AND RELEASE SET FORTH IN THIS SECTION 20.1 SHALL NOT (I) APPLY TO CONTRACTOR’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO CLAIMS BROUGHT BY A THIRD PARTY UNDER SECTIONS 17.1A, 17.1B, 17.1C, 17.1E, 17.1H, 17.1I, 17.1J, OR 17.3 OR ITS OBLIGATIONS UNDER SECTIONS 8.2A, 9.1E, 17.5, OR 17.6; (II) APPLY TO CONTRACTOR’S OBLIGATION TO DELIVER TO OWNER FULL LEGAL TITLE TO AND OWNERSHIP OF ALL OR ANY PORTION OF THE WORK AND FACILITY AS REQUIRED UNDER THIS AGREEMENT; (III) INCLUDE THE PAYMENT OF PROCEEDS UNDER ANY INSURANCE POLICY OF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS OR SUB-SUBCONTRACTORS REQUIRED UNDER THIS AGREEMENT; OR (IV) APPLY IN THE EVENT OF CONTRACTOR’S FRAUD, OR ABANDONMENT OF THE WORK. IN NO EVENT SHALL THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1 BE IN ANY WAY DEEMED TO LIMIT CONTRACTOR’S OBLIGATIONS TO (A) COMPLETE THE WORK FOR THE COMPENSATION PROVIDED UNDER THIS AGREEMENT OR (B) PERFORM ALL WORK REQUIRED TO ACHIEVE SUBSTANTIAL COMPLETION OF EACH TRAIN AND FINAL COMPLETION. THE COSTS INCURRED BY CONTRACTOR IN PERFORMING THE WORK SHALL NOT BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1. FOR AVOIDANCE OF DOUBT, AMOUNTS PAID TO OWNER BY CONTRACTOR FOR LIQUIDATED DAMAGES SHALL BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1. ADDITIONALLY, THE AGGREGATE CAP SHALL BE INCREASED IN AN AMOUNT EQUAL TO [***] PERCENT ([***]%) OF THE PRICE OF ANY ADDITIONAL WORK OPTIONS THAT ARE SELECTED BY OWNER IN ACCORDANCE WITH ATTACHMENT GG. 20.2 Limitation on Contractor’s Liability for Liquidated Damages.

Contractor Aggregate Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONTRACTOR INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO OWNER INDEMNIFIED PARTIES UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCTS LIABILITY, INDEMNITY, CONTRIBUTION OR ANY OTHER CAUSE OF ACTION FOR CUMULATIVE AGGREGATE AMOUNTS IN EXCESS OF AN AMOUNT EQUAL TO [***] U.S. DOLLARS (U.S. $$ [***]) (“AGGREGATE CAP”) AND OWNER SHALL RELEASE CONTRACTOR INDEMNIFIED PARTIES FROM ANY LIABILITY IN EXCESS THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY AND RELEASE SET FORTH IN THIS SECTION 20.1 SHALL NOT (I) APPLY TO CONTRACTOR’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO CLAIMS BROUGHT BY A THIRD PARTY UNDER SECTIONS 17.1A, 17.1B, 17.1C, 17.1E, 17.1H, 17.1I, 17.1J, OR 17.3 OR ITS OBLIGATIONS UNDER SECTIONS 8.2A, 9.1E, 17.5, OR 17.6; (II) APPLY TO CONTRACTOR’S OBLIGATION TO DELIVER TO OWNER FULL LEGAL TITLE TO AND OWNERSHIP OF ALL OR ANY PORTION OF THE WORK AND TRAIN 3 LIQUEFACTION FACILITY AS REQUIRED UNDER THIS AGREEMENT; (III) INCLUDE THE PAYMENT OF PROCEEDS UNDER ANY INSURANCE POLICY OF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS OR SUB-SUBCONTRACTORS REQUIRED UNDER THIS AGREEMENT; OR (IV) APPLY IN THE EVENT OF CONTRACTOR’S FRAUD, OR ABANDONMENT OF THE WORK. IN NO EVENT SHALL THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1 BE IN ANY WAY DEEMED TO LIMIT CONTRACTOR’S OBLIGATIONS TO (A) COMPLETE THE WORK FOR THE COMPENSATION PROVIDED UNDER THIS AGREEMENT OR (B) PERFORM ALL WORK REQUIRED TO ACHIEVE SUBSTANTIAL COMPLETION OF EACH TRAIN AND FINAL COMPLETION. THE COSTS INCURRED BY CONTRACTOR IN PERFORMING THE WORK SHALL NOT BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1. FOR AVOIDANCE OF DOUBT, AMOUNTS PAID TO OWNER BY CONTRACTOR FOR LIQUIDATED DAMAGES SHALL BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1. ADDITIONALLY, THE AGGREGATE CAP SHALL BE INCREASED IN AN AMOUNT EQUAL TO [***] PERCENT ([***]%) OF THE PRICE OF ANY ADDITIONAL WORK OPTIONS THAT ARE SELECTED BY OWNER IN ACCORDANCE WITH ATTACHMENT GG. 20.2 Limitation on Contractor’s Liability for Liquidated Damages.

Contractor Aggregate Liability. NOTWITHSTANDING ANYTHING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY IN THIS AGREEMENTCONTRARY, CONTRACTOR INDEMNIFIED PARTIES GROUP SHALL NOT BE LIABLE TO OWNER INDEMNIFIED PARTIES GROUP UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCTS LIABILITY, PROFESSIONAL LIABILITY, INDEMNITY, CONTRIBUTION OR ANY OTHER CAUSE OF ACTION FOR CUMULATIVE AGGREGATE AMOUNTS ACTION, IN EXCESS OF AN A CUMULATIVE AGGREGATE AMOUNT EQUAL TO [***] U.S. DOLLARS OF THIRTY PERCENT (U.S. $[***]30%) (“AGGREGATE CAP”) OF THE CONTRACT PRICE, AND OWNER SHALL RELEASE CONTRACTOR INDEMNIFIED PARTIES GROUP FROM ANY LIABILITY IN EXCESS THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY AND RELEASE SET FORTH IN THIS SECTION 20.1 SHALL NOT (I) APPLY TO (A) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO CLAIMS BROUGHT BY A THIRD PARTY UNDER SECTIONS 17.1A, 17.1B, 17.1C, 17.1E, 17.1H17.1F, 17.1I, 17.1J, 17.2 AND 17.5 OR 17.3 OR ITS (B) CONTRACTOR’S OBLIGATIONS UNDER SECTIONS 8.2A, 9.1E, 17.5, 8.1A.1; OR 17.6; (II) APPLY TO CONTRACTOR’S OBLIGATION TO DELIVER TO OWNER FULL LEGAL TITLE TO AND OWNERSHIP OF ALL OR ANY PORTION OF THE WORK AND FACILITY AS REQUIRED UNDER THIS AGREEMENT; (III) INCLUDE THE PAYMENT OF PROCEEDS PAID UNDER ANY INSURANCE POLICY OF THAT CONTRACTOR OR ANY OF ITS SUBCONTRACTORS IS REQUIRED TO OBTAIN PURSUANT TO THIS AGREEMENT OR SUB-SUBCONTRACTORS REQUIRED UNDER THIS AGREEMENT; OR (IV) APPLY IN SUBCONTRACT, AS THE EVENT OF CONTRACTOR’S FRAUD, OR ABANDONMENT OF THE WORKCASE MAY BE. IN NO EVENT SHALL THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1 BE IN ANY WAY DEEMED TO LIMIT CONTRACTOR’S OBLIGATIONS OBLIGATION TO (A) COMPLETE THE WORK FOR THE COMPENSATION PROVIDED UNDER THIS AGREEMENT OR (B) PERFORM ALL WORK REQUIRED TO ACHIEVE SUBSTANTIAL COMPLETION OF EACH TRAIN AND FINAL COMPLETION. THE COSTS INCURRED BY CONTRACTOR IN PERFORMING THE WORK SHALL NOT BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1. READY FOR AVOIDANCE OF DOUBT, AMOUNTS PAID TO OWNER BY CONTRACTOR FOR LIQUIDATED DAMAGES SHALL BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1. ADDITIONALLY, THE AGGREGATE CAP SHALL BE INCREASED IN AN AMOUNT EQUAL TO [***] PERCENT ([***]%) OF THE PRICE OF ANY ADDITIONAL WORK OPTIONS THAT ARE SELECTED BY OWNER IN ACCORDANCE WITH ATTACHMENT GG. 20.2 Limitation on Contractor’s Liability for Liquidated DamagesPERFORMANCE TESTING.

Contractor Aggregate Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENTNotwithstanding anything to the contrary in this Agreement, CONTRACTOR INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO OWNER INDEMNIFIED PARTIES UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO THE SUBJECT MATTER OF THIS AGREEMENTContractor Indemnified Parties shall not be liable to Owner Indemnified Parties under this Agreement or under any cause of action related to the subject matter of this Agreement, WHETHER IN CONTRACTwhether in contract, TORT tort (INCLUDING NEGLIGENCEincluding negligence), STRICT LIABILITYstrict liability, PRODUCTS LIABILITYproducts liability, INDEMNITYindemnity, CONTRIBUTION OR ANY OTHER CAUSE OF ACTION FOR CUMULATIVE AGGREGATE AMOUNTS IN EXCESS OF AN AMOUNT EQUAL TO contribution or any other cause of action for cumulative aggregate amounts in excess of an amount equal to [***] U.S. DOLLARS (U.S. $U.S.$ [***]) (“AGGREGATE CAP”) AND CAP”)AND OWNER SHALL RELEASE CONTRACTOR INDEMNIFIED PARTIES FROM ANY LIABILITY IN EXCESS THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY AND RELEASE SET FORTH IN THIS SECTION 20.1 SHALL NOT (I) APPLY TO CONTRACTOR’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO CLAIMS BROUGHT BY A THIRD PARTY UNDER SECTIONS 17.1A, 17.1B, 17.1C, 17.1E, 17.1H, 17.1I, 17.1J, OR 17.3 OR ITS OBLIGATIONS UNDER SECTIONS 8.2A, 9.1E, 17.5, OR or 17.6; (IIii) APPLY TO CONTRACTOR’S OBLIGATION TO DELIVER TO OWNER FULL LEGAL TITLE TO AND OWNERSHIP OF ALL OR ANY PORTION OF THE WORK AND FACILITY AS REQUIRED UNDER THIS AGREEMENTapply to Contractor’s obligation to deliver to Owner full legal title to and ownership of all or any portion of the Work and Train 4 Facility as required under this Agreement; (IIIiii) INCLUDE THE PAYMENT OF PROCEEDS UNDER ANY INSURANCE POLICY OF CONTRACTOR OR ANY OF ITS SUBCONTRACTORS OR SUBinclude the payment of proceeds under any insurance policy of Contractor or any of its Subcontractors or Sub-SUBCONTRACTORS REQUIRED UNDER THIS AGREEMENTsubcontractors required under this Agreement; OR or (IViv) APPLY IN THE EVENT OF CONTRACTOR’S FRAUDapply in the event of Contractor’s fraud, OR ABANDONMENT OF THE WORKor Abandonment of the Work. IN NO EVENT SHALL THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION In no event shall the limitation of liability set forth in this Section 20.1 BE IN ANY WAY DEEMED TO LIMIT CONTRACTOR’S OBLIGATIONS TO be in any way deemed to limit Contractor’s obligations to (Aa) COMPLETE THE WORK FOR THE COMPENSATION PROVIDED UNDER THIS AGREEMENT OR complete the Work for the compensation provided under this Agreement or (Bb) PERFORM ALL WORK REQUIRED TO ACHIEVE SUBSTANTIAL COMPLETION OF EACH TRAIN AND FINAL COMPLETIONperform all Work required to achieve Substantial Completion and Final Completion. THE COSTS INCURRED BY CONTRACTOR IN PERFORMING THE WORK SHALL NOT BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION The costs incurred by Contractor in performing the Work shall not be counted against the limitation of liability set forth in this Section 20.1. FOR AVOIDANCE OF DOUBTFor avoidance of doubt, AMOUNTS PAID TO OWNER BY CONTRACTOR FOR LIQUIDATED DAMAGES SHALL BE COUNTED AGAINST THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1. ADDITIONALLY, THE AGGREGATE CAP SHALL BE INCREASED IN AN AMOUNT EQUAL TO [***] PERCENT ([***]%) OF THE PRICE OF ANY ADDITIONAL WORK OPTIONS THAT ARE SELECTED BY OWNER IN ACCORDANCE WITH ATTACHMENT GG. 20.2 Limitation on Contractor’s Liability amounts paid to Owner by Contractor for Liquidated DamagesDamages shall be counted against the limitation of liability set forth in this Section 20.1.