Disclaimer; Limited Liability. (a) Service Recipient acknowledges that Service Provider is not in the business of providing the Services and that the Services being provided pursuant to this Agreement are provided as an accommodation to Service Recipient. Other than in the event of Service Provider’s gross negligence or willful misconduct, Service Provider will not be liable for any error or omission in rendering Services under this Agreement, or for any defect in Services so rendered; provided that if there is a substantial error in any of the Services, Service Provider shall use commercially reasonable efforts to attempt to correct the error, or if Service Provider is unable to so correct such error, to provide an adjustment to the Monthly Cost for such Service in reasonable proportion to that which the error bears to the Service provided for such month, which adjustment may, pursuant to Section 4(g), include any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining a Third Party Provider to provide such Service or in providing such service itself. Other than in the event of Service Recipient’s gross negligence or willful misconduct, and other than for the Monthly Costs, severance and retention costs owed under Section 2(a)(ii) and other amounts expressly owed hereunder, Service Recipient will not be liable for any damages caused in connection with the Services provided under this Agreement.
(b) Service Provider shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Recipient has title that are in the possession or control of Service Provider, its Subsidiaries or a Third Party Provider as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Recipient. Service Recipient shall obtain from its insurance company a waiver of subrogation on behalf of Service Provider and its Subsidiaries effective as of Distribution Date. Service Recipient shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Provider has title that are in the possession or control of Service Recipient or its Subsidiaries as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Provider. Service Provider shall obtain from its insurance company a waiver of subrogation on behalf of Service Recipient and its Subsidiaries effective as of the Dist...
Disclaimer; Limited Liability. (a) EXCEPT AS PROVIDED IN SECTION 1(B), COMPANY PARENT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES RELATING TO THE SERVICES TO BE PERFORMED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE).
(b) IN NO EVENT SHALL THE PARTIES AND/OR THEIR AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA (OTHER THAN LIABILITY FOR THE COST OF REENTRY OF SUCH DATA) OR BUSINESS INTERRUPTION, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE AWARDED TO A THIRD PARTY.
(c) THE CUMULATIVE LIABILITY OF COMPANY PARENT FOR ALL DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO COMPANY PARENT HEREUNDER. THE PARTIES UNDERSTAND THE LIMITATION ON DAMAGES DESCRIBED HEREIN TO BE A REASONABLE ALLOCATION OF RISK AND THE PARTIES EXPRESSLY CONSENT WITH RESPECT TO SUCH ALLOCATION OF RISK. IN ALLOCATING RISK UNDER THIS AGREEMENT, THE PARTIES AGREE THAT THE DAMAGE LIMITATION SET FORTH ABOVE SHALL APPLY TO ANY ALTERNATIVE REMEDY ORDERED BY A COURT IN THE EVENT SUCH COURT DETERMINES THAT THE SOLE AND EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
(d) COMPANY PARENT AND/OR ITS AFFILIATES SHALL NOT BE LIABLE TO NEWCO FOR ANY LOSSES RELATING TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, UNLESS SUCH LOSSES ARE THE DIRECT RESULT OF WILLFUL OR RECKLESS CONDUCT OR GROSS NEGLIGENCE ON THE PART OF COMPANY PARENT AND/OR ITS AFFILIATES.
(e) The Parties shall cooperate with each other with respect to resolving any claim or liability between each other, including by making commercially reasonable efforts to mitigate or resolve any claim or liability.
Disclaimer; Limited Liability. 5.1 Bygdnes will use reasonable efforts to make the Management Services available (and, if it agrees to provide the Additional Services, Additional Services) with substantially the same degree of care as it employs in making the same services available for its own operations; provided, however, that Bygdnes shall not be liable to Ibex or any other person for any loss, damage or expense which may result therefrom or from any change in the manner in which Bygdnes renders such services, so long as Bygdnes deems such change necessary or desirable in the conduct of its own operations. Neither Bygdnes or its agents who provide services to Ibex shall not be liable to Ibex or to any third party, including any governmental agency or Ibex's stockholders, for any claims, damages or expenses relating to the Management Services (and, if it agrees to provide the Additional Services, Additional Services) provided pursuant to this Agreement, except for willful malfeasance, bad faith or gross negligence in the performance of their duties or reckless disregard of their obligations and duties under the terms of this Agreement. Ibex shall have the ultimate responsibility for all services provided herein.
Disclaimer; Limited Liability. (a) Subject to Section 6(d) below, Xxx shall not be liable to Viisage for any expense, claim, loss or damage (including, without limitation, compensatory, indirect, special, consequential or exemplary damages) arising out of its performance or non-performance of the General Services pursuant to Section 1 herein, except to the extent of amounts billed or billable for such General Services.
(b) Xxx shall provide prompt notice to Viisage of any failure or delay in performance of General Services to be performed by Xxx pursuant to Section 1 herein.
(c) Subject to Section 6(d) below, Viisage shall indemnify and hold harmless any employee of Xxx who performs General Services for Viisage pursuant to Section 1 herein to the same extent that Viisage would indemnify its own officers in accordance with its customary practices if they were to perform such services.
(d) Each of Xxx and Viisage shall indemnify and defend the other and hold it harmless against any claims, liability, loss, damage or expense (including reasonable attorneys' fees) arising out of any personal injury or property damage caused by the negligence or willful misconduct of the employees or agents of such party in connection with their activities under or related to this Agreement.
Disclaimer; Limited Liability. (a) Seller makes no express or implied representations, warranties, or guarantees relating to the Services to be performed under this Agreement, including, without limitation, any warranty of merchantability or fitness for a particular purpose, except that Seller agrees that it shall provide the Services under this Agreement in a commercially reasonable manner consistent with Seller’s prior practices.
(b) Seller shall not be liable, whether in negligence, breach of contract or otherwise, for any indirect, special, punitive, exemplary, incidental or consequential expenses, claims, Losses or damages of any kind, including, without limitation, loss of profits or business interruption, arising out of or in connection with the rendering of a Service or any failure to provide Service.
Disclaimer; Limited Liability. 5.1 MELVILLE will use reasonable efforts to make the Administrative Services available (and, if it agrees to provide the Additional Services, Additional Services) with substantially the same degree of care as it employs in making the same services available for its own operations; provided, however, that Melville shall not be liable to Nogales or any other person for any loss, damage or expense which may result therefrom or from any change in the manner in which Melville renders such services, so long as Xxxxxxxx xxxxx such change necessary or desirable in the conduct of its own operations. Neither Melville or its agents who provide services to Nogales shall not be liable to Nogales or to any third party, including any governmental agency or Nogales's stockholders, for any claims, damages or expenses relating to the Administrative Services (and, if it agrees to provide the Additional Services, Additional Services) provided pursuant to this Agreement, except for willful malfeasance, bad faith or gross negligence in the performance of their duties or reckless disregard of their obligations and duties under the terms of this Agreement. Nogales shall have the ultimate responsibility for all services provided herein.
Disclaimer; Limited Liability. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED FOUR MILLION DOLLARS. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF, OR OTHERWISE RELATING TO, THIS AGREEMENT, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, COLLATERAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS, LOSS OF USE, INTERRUPTION OF BUSINESS, INJURY OR DEATH TO PERSONS OR DAMAGE TO PROPERTY, WHETHER BASED ON BREACH OF CONTRACT, TORT OR ARISING IN EQUITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Disclaimer; Limited Liability. (a) New Xxxxxx makes no express or implied representations, warranties, or guarantees relating to the Services or the quality or results of Services to be performed under this Agreement; provided, however, that New Xxxxxx shall use reasonable efforts to provide the Services in a manner at least comparable to the quality of such services provided to the Safety Business as of and prior to the date hereof in all material respects.
(b) New Xxxxxx shall not be liable to Safety for any expense, claim (for malpractice or otherwise), loss or damage, including, without limitation, indirect, special, consequential or exemplary damages in performing the Services pursuant to this Article IV; provided, however, that this Section 4.04(b) shall not apply to any expense, claim (for malpractice or otherwise), loss or damage resulting from the failure of New Xxxxxx to comply with the covenant contained in the proviso in paragraph (a) above.
Disclaimer; Limited Liability. (a) Seller makes no express or implied representations, warranties, except as expressly provided in Section 2, or guarantees relating to the Services to be performed under this Agreement, including, without limitation, any warranty of merchantability or fitness for a particular purpose. However, upon Company's written request, Seller shall pass through benefits of any express warranties received from third parties relating to the Services and shall (at Company's expense) assist Company with any warranty claims related thereto.
(b) Except as otherwise provided in Section 8(c) below, Seller and its Affiliates shall not be liable, whether in negligence, breach of contract or otherwise, for any expense, claim, loss or damage suffered or incurred by Company or any other Person arising out of or in connection with the rendering of a Service or any failure to provide a Service, except to the extent that such damages are caused by the willful misconduct or gross negligence of Seller or any of its Affiliates. In no event shall Seller or any of its Affiliates be liable for any indirect, special, punitive, exemplary, incidental or consequential expenses, claims, losses or damages of any kind, including, without limitation, loss of profits or business interruption; PROVIDED, however, that this sentence shall not apply to any actual, special or consequential damages, including reasonable costs and expenses, directly arising out of Seller's willful refusal to provide a Service.
(c) Seller agrees to indemnify and hold harmless Company and its Affiliates from and against any expense, claim, loss or damage (including court costs and reasonable attorneys' fees ("LOSSES")) suffered or incurred by Company and/or any of its Affiliates in connection with either (i) any breach by Seller or any of its Affiliates of its obligations under this Agreement or (ii) the rendering of a Service or any failure to provide a Service, except, in the case of this clause (ii), to the extent that such Losses are caused by the willful misconduct or gross negligence of Company or any of its Affiliates.
(d) Company shall indemnify and hold harmless Seller and its Affiliates from and against any and all losses, liabilities, damages, costs and expenses incurred as a result of any breach by Company of its obligations hereunder.
(e) Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to provide Services or to make available the benefits under any ...
Disclaimer; Limited Liability. (a) Provided that Seller continues to perform its obligations under this Agreement in a commercially reasonable manner, nothing in this Agreement will require Seller to provide or develop additional systems support programs, to retain employees that it determines are not otherwise necessary in the conduct of its business or to render any service not provided for in this Agreement, or in a manner or pursuant to methods different from the standard set forth in Section 9(c), or, in performing Fulfillment Services or Systems Support hereunder, to make any change or addition that will require capital expenditures.
(b) The duties of Seller under this Agreement are subject to interruption or discontinuance by Seller at any time and from time to time, without incurring liability to Purchaser or any other Person for any loss, damage or expense that may result therefrom, for force majeure or other causes beyond Seller's control.
(c) Subject to Section 9(b), Seller will use commercially reasonable efforts to make the Fulfillment Services and Systems Support available with substantially the same degree of care as it used in providing Fulfillment Services to Division prior to the Closing.
