Damages Limitations. Any and all damages recovered by a Party pursuant to this Article 6 or pursuant to any other provision of or actions or omissions under this Agreement shall be limited to actual damages. CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTIONS AND LOST PROFITS) AND EXEMPLARY AND PUNITIVE DAMAGES SHALL NOT BE RECOVERABLE UNDER ANY CIRCUMSTANCES EXCEPT TO THE EXTENT THOSE DAMAGES ARE INCLUDED IN THIRD PARTY CLAIMS FOR WHICH A PARTY HAS AGREED HEREIN TO INDEMNIFY THE OTHER PARTY. EACH PARTY ACKNOWLEDGES IT IS AWARE THAT IT HAS POTENTIALLY VARIABLE LEGAL RIGHTS UNDER COMMON LAW AND BY STATUTE TO RECOVER CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES UNDER CERTAIN CIRCUMSTANCES, AND EACH OF THE PARTIES NEVERTHELESS WAIVES, RELEASES, RELINQUISHES, AND SURRENDERS RIGHTS TO CONSEQUENTIAL PUNITIVE AND EXEMPLARY DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW WITH FULL KNOWLEDGE AND AWARENESS OF THE CONSEQUENCES OF THE WAIVER REGARDLESS OF THE NEGLIGENCE OR FAULT OF EITHER PARTY.
Damages Limitations. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Service Attachment.
Damages Limitations. Notwithstanding anything contained to the contrary in this Asset Purchase Agreement, a Party’s right to recover any amounts under the indemnification provisions of this Article 10 shall be determined or limited as provided in this Section 10.6.
(a) Notwithstanding anything herein to the contrary, neither party shall be obligated to indemnify the other under this Article 10 in excess of the amount of the Aggregate Consideration.
(b) All representations, warranties and indemnities made by the parties shall survive the Closing and shall thereafter terminate and expire twenty-four (24) months after the Closing Date, except that representations, warranties (Section 4.1(j)) and associated indemnities with respect to tax matters, and representations, warranties and associated indemnities with respect to environmental matters (Section 4.1(m)), shall survive for a period equal to the statute of limitations applicable to any claim arising from or attributable to such matters; provided, however, that notwithstanding the foregoing, the rights and obligations with respect to indemnification as provided in this Article 10 shall continue with respect to any matter for which indemnification has been properly sought pursuant to the terms and conditions of this Asset Purchase Agreement prior to the expiration of any such survival period.
(c) Notwithstanding anything herein to the contrary, the Physician Parties shall not be obligated to indemnify the Purchaser Indemnified Persons under this Article 10: (i) unless the aggregate of all Indemnity Losses of the Purchaser Indemnified Persons exceeds Ten Thousand Dollars ($10,000) (the “Seller’s Basket”), in which case the Purchaser Indemnified Persons shall be entitled to recover all Indemnity Losses, including the amount equal to the Seller’s Basket. Nothing contained in this Section 10.6(c) shall be deemed to limit or impair the Purchaser’s or Purchaser’s permitted assignee’s right to seek injunction or other equitable relief for a Physician Party’s breach of any provision set forth in the Non-Competition Agreement.
(d) Notwithstanding anything herein to the contrary, the Purchaser or its permitted assignee shall not be obligated to indemnify Physician Parties under this Article 10: (i) unless the aggregate of all Indemnity Losses of the Physician Parties exceeds Ten Thousand Dollars ($10,000) (the “Buyer’s Basket”), in which case the Physician Parties shall be entitled to recover all damages to the Physician Parties, includin...
Damages Limitations. Notwithstanding anything to the contrary contained herein, no Party shall be liable or responsible to another Party or such other Party’s Affiliates for any consequential, punitive, special or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its Affiliates that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of third Persons that are not Parties to this Agreement.
Damages Limitations. In no event shall the Purchaser be liable to any Seller Indemnitee, and in no event shall the Seller be liable to any Purchaser Indemnitee, as applicable, for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type.
Damages Limitations. EXCEPT IN CASE OF WILFULL CONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF OPPORTUNITY, MARKET POTENTIAL, GOODWILL AND/OR PROFIT, LOSS OF REPUTATION AND OTHER ECONOMIC LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, THIRD PARTY CLAIMS OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Damages Limitations. IN NO EVENT SELLER BE LIABLE FOR (i) ANY INCIDENTAL, INDIRECT, SPECIAL/PUNITIVE, LOSS OF PROFITS OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING UNDER OR AS A RESULT OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND, (ii) ANY AMOUNTS IN EXCESS OF TWENTY PERCENT OF THE PURCHASE PRICE. The Party asserting any claim(s) pursuant to this Agreement must do so within twelve (12) months of the Closing Date.
Damages Limitations. Notwithstanding anything to the contrary in this Addendum or the Agreement, a Party’s damages resulting from a breach or violation of any covenant, condition or provision contained in this Addendum or the Agreement by the other Party shall be limited to actual direct damages, and neither Party shall be entitled to recover from the other Party any other damages for such breach or violation, including, without limitation, indirect, special, consequential, incidental or punitive damages, unless the Party seeking reimbursement for such damages is legally required to pay same to a Third Party. With regard to recovery of actual and direct damages under any express remedies set forth in this Addendum and/or the Agreement or alleged to arise otherwise under applicable law, Company’s obligations hereunder are understood to be limited to direct and actual damages incurred by Supplier which shall not be construed nor implied to be equivalent or similar to and damages based on an obligation to either take or pay for any curtailed volumes of Supplier’s Gas and Supplier’s damages arising from volumes of Supplier’s Gas being curtailed as a result of any breach or default by Company hereunder shall be limited to loss of market value arising from delay in production, time value of delays in production revenues to the extent arising from production and sales delays caused by Company’s default under these provisions, or value of any Supplier’s Gas shown to be permanently incapable of production to the extent same is shown to be directly caused by Company’s default hereunder.
Damages Limitations. Notwithstanding anything to the contrary in this Agreement, in no event shall either Party or its affiliates be entitled to receive from any other Party or any affiliate of the other Party any consequential, incidental, special, treble, exemplary or punitive damages unless such damages are a part of a third party claim for which a Party is entitled to indemnification pursuant to this Agreement, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE (IN ANY DEGREE) OR STRICT LIABILITY OF THE OTHER PARTY.
Damages Limitations. EXCEPT AS TO CLAIMS UNDER SECTION 13 (“INDEMNIFICATION”), IN NO EVENT SHALL LICENSOR OR PUMATECH BE LIABLE TO THE OTHER, WHETHER IN CONTRACT OR TORT, FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE OR DATA), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED. EXCEPT FOR LICENSOR’S LIABILITIES UNDER SECTION 13 AND PUMATECH’S LIABILITIES FOR INTENTIONAL INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIAL INFORMATION, IN NO CASE SHALL LICENSOR’S OR PUMATECH’S TOTAL LIABILITY EXCEED ONE MILLION DOLLARS ($1,000,000).
