Exclusion of Certain Claims. SUBJECT TO SECTION 10.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF (i) THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR ANY RELATED AGREEMENT, OR ANY SOFTWARE, PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR (ii) ANY CLAIM, CAUSE OF ACTION, BREACH OF CONTRACT OR ANY EXPRESS OR IMPLIED WARRANTY, UNDER THIS AGREEMENT, ANY RELATED AGREEMENT OR OTHERWISE, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT.
Exclusion of Certain Claims. REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COST OF COVER OR SUBSTITUTE SERVICES, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, INCLUDING LOSS OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, POWERDMS SHALL NOT BE LIABLE FOR THE CRIMINAL ACTS OF THIRD PARTIES.
Exclusion of Certain Claims. Neither Party will be liable to the other Party or any other party for any consequential, indirect, special, punitive, incidental, exemplary, or lost profits damages of any kind, whether foreseeable or unforeseeable, including damages for loss of data, goodwill, investments, use of money or use of facilities, interruption in use or availability of data, stoppage of other work, or impairment of other assets, even if advised of the possibility of such damages, arising out of (i) the performance or nonperformance of the Agreement or of products, software, Services, or Avalara Professional Services provided under the Agreement, or (ii) any claim, cause of action, breach of contract, indemnity, or any express or implied warranty, misrepresentation, negligence, strict liability, or other tort. The previous sentence will not apply to instances of gross negligence or willful misconduct, a Party’s breach of its confidentiality obligations set forth in Section 6 (Confidential Information), or a Party’s indemnification obligations set forth in Section 9 (Indemnification).
Exclusion of Certain Claims. SUBJECT TO SECTION 11.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING DAMAGES FOR LOSS OF DATA OR PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF (i) THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, THE SOFTWARE OR ANY SERVICES, OR (ii) ANY CLAIM OR CAUSE OF ACTION UNDER THIS AGREEMENT, MISREPRESENTATION, STRICT LIABILITY, OR OTHER TORT.
Exclusion of Certain Claims. IN NO EVENT SHALL EITHER PARTY BE LIABLE (WHETHER IN TORT OR CONTRACT, UNDER STATUTE OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exclusion of Certain Claims. Subject to Section 10.3, in no event will either party be liable to the other party or to any third party for any consequential, indirect, special, incidental, punitive or exemplary damages, whether foreseeable or unforeseeable, even if such party has been advised of the possibility of such damages, arising out of:
(i) the performance or non-performance of this agreement or any related agreement, or any software, products or services provided hereunder, or
(ii) any claim, cause of action, breach of contract or any express or implied warranty, under this agreement, any related agreement or otherwise, misrepresentation, negligence, strict liability, or other tort.
Exclusion of Certain Claims. 2.1 No claim shall be made by the Purchaser against the Warrantors and the Warrantors shall have no liability to the Purchaser under this Agreement (including the Warranties) or the Taxation Deed (to the extent specified in this paragraph 2. 1) or otherwise:
(a) in respect of any warranty, representation, indemnity, covenant, undertaking or otherwise arising out of or in connection with the sale of the Sale Shares except where it is expressly contained in this Agreement or the Taxation Deed; or
(b) in respect of any matter or thing done in the execution and performance of this Agreement or solely by reason or in direct consequence of the execution and performance of this Agreement; or
(c) save where the claim arises under the Taxation Deed, in respect of any matter which is fully and fairly disclosed in the Disclosure Letter (and for this purpose "fully and fairly disclosed" means disclosed in such manner and in such detail as to enable a reasonable purchaser to make an informed and accurate assessment of the matter concerned);
(d) (except where specifically warranted) for:
(i) any inaccuracies in the Management Accounts; or
(ii) any opinion which may have been expressed or any forecast which may have been made by any person in any of such correspondence, documents or accounts; or
(e) save where the claim arises under the Taxation Deed, in respect of any liability if that liability would not have arisen or occurred but for an act, omission or transaction done, made or carried out by any one or more of the Purchaser or any Group Company or any of their respective directors, employees or agents:
(i) before Completion on the decision or at the request of the Purchaser; or 119
(ii) after Completion otherwise than as required by law or pursuant to a legally binding commitment of that Group Company created on or before Completion (save a commitment undertaken at the request or with the consent of the Purchaser) and otherwise than in the ordinary course of business as carried on immediately before Completion; or
(f) save where the claim arises under the Taxation Deed, in respect of any matter resulting from a change in the accounting or taxation policies or practices of the Purchaser or any Group Company (including the method of submitting taxation returns) introduced or having effect after Completion;
(g) in respect of any liability or other matter or thing to the extent that it occurs as a result of any legislation not in force at the date hereof or any change ...
Exclusion of Certain Claims. IN NO EVENT SHALL ANY OF DISTRIBUTOR, --------------------------- DISTRIBUTORS' LICENSORS OR LICENSEE BE LIABLE (WHETHER IN TORT OR CONTRACT, UNDER STATUTE OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE USE, INABILITY TO USE OR RESULTS OF USE OF THE LICENSED PROGRAMS OR THE SOFTWARE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exclusion of Certain Claims. IN NO EVENT SHALL EITHER PARTY BE LIABLE --------------------------- (WHETHER IN TORT OR CONTRACT, UNDER STATUTE OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE USE, INABILITY TO USE OR RESULTS OF USE OF THE SOFTWARE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exclusion of Certain Claims. IN NO EVENT SHALL XXXXXX XX OR PRIMUS US BE LIABLE (WHETHER IN TORT OR CONTRACT, UNDER STATUTE OR OTHERWISE) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REPLACEMENT WITH SUBSTITUTE PRODUCTS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE, ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE USE, INABILITY TO USE OR RESULTS OF USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
