Damages Measure and Limitation Sample Clauses

Damages Measure and Limitation. The parties agree that it would be impossible to estimate the amount of damages in the event of certain breaches. In the event of a material breach by Adopter
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Damages Measure and Limitation. 16.6.1 In the event of a Material Breach by Licensee (1) of Section 9.0 of this Agreement (Confidentiality), Licensee shall be liable for liquidated damages in the amount of one million Euros; (2) that involves the manufacture or distribution of Devices or software that fail to protect Keys and Production Credentials as provided by the applicable Robustness Rules, Licensee shall be liable in an amount of one million Euros.
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Damages Measure and Limitation. The parties agree that it would be impossible to estimate the amount of damages in the event of certain breaches. In the event of a material breach by CVP-2 Service Provider (1) of the confidentiality provisions set forth in Section 7, CVP-2 Service Provider shall be liable for one million dollars; (2) that involves the manufacture or distribution of products or software under this Agreement that are necessary for operation of a Qualified Service that fail to protect any Highly Confidential Information provided by DTLA under this Agreement, CVP-2 Service Provider shall be liable in an amount equal to its profits on operation of such Qualified Service, and in no event less than one million dollars nor more than eight million dollars; and (3) that involves any other provision of this Agreement, CVP-2 Service Provider shall be liable in an amount equal to its profits on the affected Qualified Service, and in no event more than eight million dollars. The amounts payable by CVP-2 Service Provider in accordance with this Section 13.3 shall be DTLA’s exclusive monetary remedies available for any and all such breaches by CVP-2 Service Provider, and such amounts shall be paid by CVP-2 Service Provider in lieu of any and all other monetary damages to DTLA relating to such breaches. For purposes of this Section 13.3, a series of substantially related events shall constitute a single material breach. A breach shall be “material” only if it has resulted in or would be likely to result in commercially significant harm to Fellow CVP-2 Service Providers and/or other users of the technologies licensed by DTLA under the “Digital Transmission Protection License Agreement”, including but not limited to “Adopters” and “Content Participants” under that license agreement, or constitute a threat to the integrity or security of the technologies licensed under that license agreement. In addition, the following is a non-exclusive list of circumstances in which, standing alone, there is no material breach of the applicable provisions by CVP-2 Service Provider: (1) if no Confidential Information or Highly Confidential Information was released to a third party not permitted hereunder to have such information or could reasonably have been expected to have been released to such third party as a result of the breach; (2) if CVP-2 Service Provider maintains an internal program to assure compliance herewith (including a program to assure maintenance of inventory, samples, and confidentialit...
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Damages Measure and Limitation. Since it may be impossible to calculate actual damages in the event of certain breaches, in the event of a Material Breach by Licensee
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Damages Measure and Limitation. Since it may be impossible to calculate actual damages in the event of certain breaches, in the event of a Material Breach by Licensee (1) of Section 9.0 of this Agreement (Confidentiality), Licensee shall be liable for liquidated damages in the amount of one million Euros; (2) that involves the manufacture or distribution of devices or software that fail to protect Keys and Production Credentials as provided by the applicable Robustness Rules, Licensee shall be liable in an amount equal to its profits on such devices or software, but in no event less than one million Euros nor more than five million Euros; or (3) of any other provision of this Agreement, Licensee shall be liable in an amount equal to its profits on the affected devices or software, and in no event more than five million Euros. The amounts payable by Licensee in accordance with this Section 16.6 shall be CI Plus TA’s exclusive monetary remedies available for any and all such breaches by Licensee unless it can be shown that actual damages are smaller, and such amounts shall be paid by Licensee in lieu of any and all other monetary damages to CI Plus TA relating to such breaches.
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Related to Damages Measure and Limitation

  • Disclaimer and Limitation of Liability PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS,IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR CUSTOM, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND ANY OTHER PROVIDER PRODUCTS, SERVICES OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE IN A XXXXXXX-LIKE MANNER, COMPLIANCE WITH LAWS, QUALITY, ACCURACY, COMPLETENESS OR CURRENCY OF INFORMATION, SYSTEM INTEGRABILITY, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. PROVIDERDOES NOT REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS, SERVICES OR EQUIPMENT PROVIDED WILL OPERATE UNINTERRUPTED, ERROR FREE OR WITHOUT DEGRADATION OR LOSS OF DATA, OR BE SECURE. NEITHER PROVIDER NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR A USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY SUCH DATA IN PROVIDER’S POSSESSION, CUSTODY OR CONTROL, THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SERVICE PROVIDER’S NEGLIGENCE. IN NO EVENT WILL PROVIDER OR ITS AFFILIATE, SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER, OR THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY COST OF COVER OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR A PROVIDER PARTY’S PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, A FAILURE OF OR A DEFECT IN THE SERVICES, EQUIPMENT OR ANY PRODUCT, A PROVIDER PARTY’S VIOLATION OF A THIRD PARTY’S RIGHT, OR A PROVIDER PARTY’S ACTS OR OMISSIONS. PROVIDER WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF, A FAILURE OF OR A DEFECT IN ANY PRODUCT OR SERVICE PROVIDED BY, OR VIOLATION OF ANY THIRD PARTY’S RIGHTS BY ANY THIRD-PARTY SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER. THE PROVIDER PARTIES’ MAXIMUM TOTAL LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ACCRUED. THE PROVIDER PARTIES WILL NOT BE LIABLE IN ANY WAY TO ANY USER.

  • No Limitation of Liability 4.1. Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness of this Guaranty: (i) change the manner, place or terms of payment of (including, without limitation, any increase or decrease in the principal amount of the Liabilities or the interest rate), and/or change or extend the time for payment of, or renew, supplement or modify, any of the Liabilities, any security therefor, or any of the Loan Documents evidencing same, and the Guaranty herein made shall apply to the Liabilities and the Loan Documents as so changed, extended, renewed, supplemented or modified; (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order, any property securing the Liabilities; (iii) supplement, modify, amend or waive, or enter into or give any agreement, approval, waiver or consent with respect to, any of the Liabilities, or any part thereof, or any of the Loan Documents, or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iv) exercise or refrain from exercising any rights against Borrower or other Persons (including Guarantor) or against any security for the Liabilities; (v) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Liabilities, or any part thereof; (vi) accept partial payments on the Liabilities; (vii) receive and hold additional security or guaranties for the Liabilities, or any part thereof; (viii) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender, in its sole and absolute discretion, may determine; (ix) add, release, settle, modify or discharge the obligation of any maker, endorser, guarantor, surety, obligor or any other Person who is in any way obligated for any of the Liabilities, or any part thereof; (x) settle or compromise any Liabilities, whether in a Proceeding or not, and whether voluntarily or involuntarily, dispose of any security therefor (with or without consideration and in whatever manner Lender deems appropriate), and subordinate the payment of any of the Liabilities, whether or not due, to the payment of liabilities owing to creditors of Borrower other than Lender and Guarantor; (xi) consent to the merger, change or any other restructuring or termination of the corporate existence of Borrower or any other Person, and correspondingly restructure the Liabilities, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Liabilities; (xii) apply any sums it receives, by whomever paid or however realized, to any of the Liabilities and/or (xiii) take any other action which might constitute a defense available to, or a discharge of, Borrower or any other Person (including Guarantor) in respect of the Liabilities.

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