Common use of Exclusion of Certain Damages Clause in Contracts

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO IP AGREEMENT INFORMATION, (B) ANY BREACH BY VAREX OR ANY MEMBER OF ITS GROUP OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ACCELERATOR TECHNOLOGY, (C) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (BD) ANY CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX.

Exclusion of Certain Damages. IN NO EVENT NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 9.1 AND SECTION 9.2, NEITHER PARTY NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY PARTY, ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, FOR ANY CLAIMS FOR INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTECONSEQUENTIAL, SPECULATIVE OR SIMILAR SPECIAL DAMAGES, INCLUDING ANY DAMAGES IN EXCESS FOR LOSS OF COMPENSATORY DAMAGES PROFITS, LOSS OF THE USE OR REVENUE, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH, OR ARISING OR RESULTING FROM, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER PARTY IN CONNECTION WITH THE PERFORMANCE BREACH OF THIS AGREEMENT, AND EACH EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE PARTY HEREBY WAIVES ON BEHALF SOUGHT TO BE HELD LIABLE WAS ADVISED OF ITSELF, EACH OTHER MEMBER THE POSSIBILITY OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, AND REGARDLESS OF WHETHER ARISING IN A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE; PROVIDEDSTRICT LIABILITY), HOWEVER, THAT OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING EXCLUSION DISCLAIMER SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR TO THE EXTENT PROHIBITED BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IXAPPLICABLE LAW.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS, REPRESENTATIVES, MEMBERS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECTPARTY, PUNITIVEOR ITS SHAREHOLDERS, EXEMPLARYDIRECTORS, REMOTEOFFICERS, SPECULATIVE EMPLOYEES, AGENTS, SUB-CONTRACTORS, REPRESENTATIVES, MEMBERS, AFFILIATES, SUCCESSORS, OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENTASSIGNS FOR, AND EACH PARTY HEREBY EXPRESSLY WAIVES ON BEHALF RIGHTS TO, ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF ITSELFBUSINESS REVENUE OR EARNINGS, EACH OTHER MEMBER LOSS OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGESUSE, WHETHER ARISING IN CONTRACTLOSS OF DATA, TORT LOSS OF SAVINGS, LOSSES BY REASON OF COST OF CAPITAL, OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OF, OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY, THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO THE OTHER PARTY, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (A) INCLUDING NEGLIGENCE OR STRICT LIABILITY), VIOLATION OF ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCTAPPLICABLE DECEPTIVE TRADE PRACTICES ACT, OR FRAUD OF ANY OTHER LEGAL OR BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IXEQUITABLE PRINCIPLE.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE TO THE ANY OTHER PARTY FOR ANY INDIRECTPARTY, PUNITIVEOR ITS DIRECTORS, EXEMPLARYOFFICERS, REMOTEEMPLOYEES, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENTAFFILIATES, FOR, AND EACH PARTY HEREBY EXPRESSLY WAIVES ON BEHALF RIGHTS TO, ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF ITSELFBUSINESS REVENUE OR EARNINGS, EACH OTHER MEMBER LOSS OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGESUSE, WHETHER ARISING IN CONTRACTLOSS OF DATA, TORT LOSS OF SAVINGS, LOSSES BY REASON OF COST OF CAPITAL, OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OF, OR IN CONNECTION WITH (A) ANY GROSS NEGLIGENCETHE TRANSACTIONS CONTEMPLATED BY, WILLFUL MISCONDUCTTHIS AGREEMENT, WHETHER OR FRAUD OF NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR BY A THEIR LIKELIHOOD HAS BEEN DISCLOSED TO THE OTHER PARTY, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT STRICT LIABILITY), VIOLATION OF THIRD-PARTY CLAIMS UNDER ARTICLE IXLEGAL OR EQUITABLE PRINCIPLE.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY ANY PROVIDER OR PURCHASER, ITS AFFILIATES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVESPECIAL, EXEMPLARY, REMOTEINCIDENTAL, SPECULATIVE CONSEQUENTIAL OR SIMILAR PUNITIVE DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENTTRANSITION SERVICES, EVEN IF THAT PROVIDER OR PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY PROVIDER OR PURCHASER HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER ITSELF AND THE MEMBERS OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVEREXCEPT TO THE EXTENT ANY PROVIDER OR PURCHASER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF ITS AFFILIATES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SUFFERS SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN CONNECTION WITH (A) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IXCLAIM, IN WHICH CASE ALL SUCH DAMAGES SHALL BE RECOVERABLE.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE TO THE ANY OTHER PARTY FOR ANY INDIRECTPARTY, PUNITIVEOR ITS DIRECTORS, EXEMPLARYOFFICERS, REMOTEEMPLOYEES, SPECULATIVE AGENTS, MEMBERS, AFFILIATES, OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENTSUBCONTRACTORS FOR, AND EACH PARTY HEREBY EXPRESSLY WAIVES ON BEHALF RIGHTS TO, ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF ITSELFBUSINESS REVENUE OR EARNINGS, EACH OTHER MEMBER LOSS OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGESUSE, WHETHER ARISING IN CONTRACTLOSS OF DATA, TORT LOSS OF SAVINGS, LOSSES BY REASON OF COST OF CAPITAL, OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OF, OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY, THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS DISCLOSED TO THE OTHER PARTY, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (A) INCLUDING NEGLIGENCE OR STRICT LIABILITY), VIOLATION OF ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCTAPPLICABLE DECEPTIVE TRADE PRACTICES ACT, OR FRAUD OF ANY OTHER LEGAL OR BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IXEQUITABLE PRINCIPLE.

Exclusion of Certain Damages. EXCEPT FOR DAMAGES ARISING FROM A BREACH OF THE OBLIGATIONS SET FORTH IN NO EVENT PARAGRAPH 8 ("PROTECTION OF PROPRIETARY RIGHTS") ABOVE, NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECTINCIDENTAL, PUNITIVESPECIAL OR CONSEQUENTIAL DAMAGES, EXEMPLARYLOSS OF PROFITS OR REVENUE, REMOTE, SPECULATIVE OR SIMILAR DAMAGES INTERRUPTION OF BUSINESS IN EXCESS ANY WAY ARISING OUT OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF OR RELATED TO THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF REGARDLESS OF ITSELF, EACH OTHER MEMBER THE FORM OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGESACTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY BUT EXCLUDING INTENTIONAL TORT) OR OTHERWISE; PROVIDED, HOWEVEREVEN IF ANY REPRESENTATIVE OF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE CASE OF SUCH DAMAGES ARISING FROM A BREACH OF THE OBLIGATIONS SET FORTH IN PARAGRAPH 8 ("PROTECTION OF PROPRIETARY RIGHTS") ABOVE, THAT NEITHER PARTY SHALL BE LIABLE TO THE FOREGOING EXCLUSION SHALL NOT APPLY OTHER PARTY OR ANY THIRD PARTY FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN RESPECT OF ANY LIABILITY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHICH, IN CONNECTION WITH AGGREGATE, EXCEED TWO HUNDRED THOUSAND DOLLARS (A) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX$200,000).

Exclusion of Certain Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR (I) LIABILITY FOR ANY PARTY’S FRAUD AND (II) THE OBLIGATIONS OF ANY PARTY TO INDEMNIFY AN INDEMNIFIED PARTY UNDER ARTICLE IX FROM AND AGAINST THIRD PARTY CLAIMS PURSUANT TO WHICH A THIRD PARTY HAS BEEN AWARDED SUCH DAMAGES, NO EVENT INDEMNIFIED PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVEINCIDENTAL, TREBLE, REMOTE, SPECIAL, EXEMPLARY, REMOTEOPPORTUNITY COST, SPECULATIVE CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES FOR, MEASURED BY OR BASED ON LOST PROFITS, LOSS OF REVENUE OR INCOME, DIMINUTION IN VALUE, MULTIPLE OF EARNINGS, PROFITS OR CASH FLOWS, OR OTHER SIMILAR DAMAGES IN EXCESS MEASURES OR FOR ANY LOSS OF COMPENSATORY DAMAGES BUSINESS REPUTATION OR OPPORTUNITY THAT ARISES OUT OF THE OTHER PARTY IN CONNECTION WITH OR RELATES TO THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT BREACH HEREOF OF ANY LIABILITY ARISING OUT OF RETAINED OR IN CONNECTION WITH (A) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IXASSUMED HEREUNDER.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY TO THE EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, NEITHER PARTY, NOR ANY OF ITS AFFILIATES, OR SUBCONTRACTORS, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVECONSEQUENTIAL, EXEMPLARYSPECIAL, REMOTEOR INCIDENTAL DAMAGES, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF COMPENSATORY DAMAGES OF THE OTHER PARTY BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENTCONTRACT, EVEN IF ADVISED OF THE PERFORMANCE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, THIS AGREEMENTEXCLUSION DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT THAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, THE PARTIES’ RESPECTIVE OBLIGATIONS IN THE SECTION TITLED “DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND EACH THIRD PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP CLAIMS,” OR AS PROVIDED IN SUBSECTION (c) 2 AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (Ac) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (B) CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX4 ABOVE.