Exceptions; Unenforceability; Basis of Bargain Sample Clauses

Exceptions; Unenforceability; Basis of Bargain. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 9 TO THE CONTRARY, A PARTY’S LIABILITY SHALL NOT BE LIMITED OR EXCLUDED IN THE EVENT OR CIRCUMSTANCE OF: (A) BREACH OF CONFIDENTIALITY OBLIGATIONS, INCLUDING UNAUTHORIZED DISCLOSURE OR MISUSE OF CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY AND/OR PERSONAL DATA; (B) BREACH OF INDEMNITY OBLIGATIONS UNDER SECTION 8; (C) GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT; OR (D) BREACH OF PAYMENT OBLIGATIONS. THE DISCLAIMERS, LIMITATIONS, AND EXCLUSIONS CONTAINED HEREIN THIS SECTION 9 SHALL APPLY TO THE MAXIMUM EXTENT PERMISSIBLE BY WRITTEN WAIVER, DISCLAIMER, LIMITATION, AND/OR EXCLUSION UNDER THE GOVERNING LAW, REGARDLESS OF WHETHER OR NOT A PARTY, ITS AFFILIATES, LICENSORS, SUPPLIERS, AND/OR RESELLERS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EACH PARTY RECOGNIZES AND AGREES THAT THE WAIVERS, WARRANTY LIMITATIONS, AS WELL AS DISCLAIMERS AND EXCLUSIONS FROM AND LIMITATIONS OF LIABILITY AND/OR REMEDIES IN THIS SAASA ARE A MATERIAL AND ESSENTIAL BASIS OF THIS SAASA; REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES; ARE FAIR, REASONABLE, AND A FUNDAMENTAL PART OF THIS SAASA; AND EACH HAS BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS SAASA AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS SAASA. THE PARTIES ACKNOWLEDGE AND AGREE THAT ABSENT ANY OF SUCH WAIVERS, DISCLAIMERS, EXCLUSIONS, AND/OR LIMITATIONS OF LIABILITY/REMEDIES, THE PROVISIONS OF THIS SAASA, INCLUDING THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT, OR IN THE ALTERNATIVE, THIS SAASA WOULD NOT HAVE BEEN CONSUMMATED.
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Related to Exceptions; Unenforceability; Basis of Bargain

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Interpretation In this Agreement, unless the context otherwise requires:

  • Headings The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

  • EFFECT ON FUND ACCOUNTING AGREEMENT In the event of any inconsistency between the terms of this Amendment and the Fund Accounting Agreement, the terms of this Amendment shall be controlling. Except as specifically and only to the extent modified by this Amendment, all of the terms and provisions of the Fund Accounting Agreement shall continue to remain in full force and effect.

  • Survival The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

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