Common use of General Limitations of Liability Clause in Contracts

General Limitations of Liability. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, PARTNERS, PRINCIPALS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES SHALL BE LIABLE HEREUNDER FOR CONSEQUENTIAL OR INDIRECT LOSS OR DAMAGE, INCLUDING LOSS OF PROFIT OR ANTICIPATED REVENUES, COST OF CAPITAL, LOSS OF GOODWILL, INCREASED OPERATING COSTS OR ANY OTHER SPECIAL OR INCIDENTAL DAMAGES, OR PUNITIVE OR EXEMPLARY DAMAGES; provided, however, nothing in this Section 12.1 shall limit either Party’s obligations in respect of the indemnification provisions set forth in Sections 11.1(a) or 11.2(a) hereof. The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability, and limitations on liability expressed herein shall survive termination or expiration of this Agreement, and shall apply at all times, whether in contract, equity, tort or otherwise, REGARDLESS OF THE FAULT, NEGLIGENCE (IN WHOLE OR IN PART), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE PARTY INDEMNIFIED, RELEASED OR WHOSE LIABILITIES ARE LIMITED, AND SHALL EXTEND TO THE SHAREHOLDERS, PARTNERS, PRINCIPALS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES, AGENTS AND RELATED OR AFFILIATED ENTITIES OF SUCH PARTY, AND THEIR SHAREHOLDERS, PARTNERS, PRINCIPALS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES.

General Limitations of Liability. NOTWITHSTANDING (a) THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION HEREIN FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE CONTRARY, SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. (b) NEITHER PARTY NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, PARTNERS, PRINCIPALS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES SHALL BE LIABLE HEREUNDER FOR CONSEQUENTIAL CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT LOSS OR DAMAGE, INCLUDING LOSS OF PROFIT OR ANTICIPATED REVENUES, COST OF CAPITAL, LOSS OF GOODWILL, INCREASED OPERATING COSTS OR ANY OTHER SPECIAL OR INCIDENTAL DAMAGES, OR PUNITIVE OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR EXEMPLARY DAMAGES; providedCONTRACT, however, nothing in this Section 12.1 shall limit either Party’s obligations in respect of the indemnification provisions set forth in Sections 11.1(a) or 11.2(a) hereofOR OTHERWISE. The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability, and limitations on liability expressed herein in this Agreement shall survive termination or expiration of this Agreement, and shall apply at all times, whether in contract, equity, tort or otherwise, REGARDLESS . (c) IT IS THE INTENT OF THE FAULT, NEGLIGENCE (IN WHOLE OR IN PART), STRICT LIABILITY, BREACH PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF CONTRACT OR BREACH OF WARRANTY OF THE PARTY INDEMNIFIED, RELEASED OR WHOSE LIABILITIES ARE LIMITED, AND SHALL EXTEND DAMAGES BE WITHOUT REGARD TO THE SHAREHOLDERSCAUSE OR CAUSES RELATED THERETO, PARTNERS, PRINCIPALS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES, AGENTS AND RELATED OR AFFILIATED ENTITIES INCLUDING THE NEGLIGENCE OF SUCH ANY PARTY, AND THEIR SHAREHOLDERSWHETHER SUCH NEGLIGENCE BE SOLE, PARTNERSJOINT OR CONCURRENT, PRINCIPALSOR ACTIVE OR PASSIVE. (d) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEESTHE TOTAL LIABILITY OF ENERGY MANAGER UNDER THIS AGREEMENT SHALL NOT EXCEED [***].

General Limitations of Liability. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY13.1 In addition to the other limitations provided for by the Contract and to the fullest extent permitted by the applicable Law (and, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE SHAREHOLDERStherefore, PARTNERSwith the exclusion of wilful misconduct or gross negligence), PRINCIPALSthe Parties expressly agree that, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES SHALL in no event or case whatsoever: a) MEI WILL IN NO EVENT BE LIABLE HEREUNDER FOR CONSEQUENTIAL OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT LOSS OR DAMAGE, INCLUDING LOSS OF PROFIT OR ANTICIPATED REVENUES, COST OF CAPITAL, LOSS OF GOODWILL, INCREASED OPERATING COSTS OR ANY OTHER SPECIAL OR INCIDENTAL DAMAGES, OR PUNITIVE OR EXEMPLARY DAMAGES; providedDAMAGES TO ANY PERSON, howeverWHETHER BASED UPON BREACH OF WARRANTY, nothing in this Section 12.1 shall limit either Party’s obligations in respect of the indemnification provisions set forth in Sections 11.1(a) or 11.2(a) hereof. The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability, and limitations on liability expressed herein shall survive termination or expiration of this Agreement, and shall apply at all times, whether in contract, equity, tort or otherwise, REGARDLESS OF THE FAULT, NEGLIGENCE (IN WHOLE OR IN PART)NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR BREACH ANY OTHER THEORY, FOR ANY REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF WARRANTY USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE PARTY INDEMNIFIED, RELEASED OR WHOSE LIABILITIES ARE LIMITED, AND SHALL EXTEND GOODS b) and TO THE SHAREHOLDERSFULLEST EXTENT PERMITTED BY LAW, PARTNERSSHALL MEI’S LIABILITY FOR ANY AND ALL CLAIMS, PRINCIPALSLOSSES, AFFILIATESCOSTS, DIRECTORSDAMAGES OF ANY NATURE WHATSOEVER OR CLAIMS EXPENSES FROM ANY CAUSE OR CAUSES, OFFICERS INCLUDING ATTORNEYS’ FEES AND EMPLOYEESCOSTS AND EXPERT WITNESS FEES AND COSTS EXCEED AN AMOUNT EQUAL TO 5% OF THE TOTAL VALUE OF THE CONTRACT (“General Cap”). IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING, AGENTS AND RELATED OR AFFILIATED ENTITIES OF SUCH PARTY, AND THEIR SHAREHOLDERS, PARTNERS, PRINCIPALS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEESUNLESS OTHERWISE PROHIBITED BY LAW. c) and d) MEI shall have any indemnification obligation towards Purchaser or any Third Party before (until) MEI’s responsibility has been ascertained by a final judgment.

General Limitations of Liability. NOTWITHSTANDING (a) THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION HEREIN FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE CONTRARY, SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. (b) NEITHER PARTY NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, PARTNERS, PRINCIPALS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES SHALL BE LIABLE HEREUNDER FOR CONSEQUENTIAL CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT LOSS OR DAMAGE, INCLUDING LOSS OF PROFIT OR ANTICIPATED REVENUES, COST OF CAPITAL, LOSS OF GOODWILL, INCREASED OPERATING COSTS OR ANY OTHER SPECIAL OR INCIDENTAL DAMAGES, OR PUNITIVE OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR EXEMPLARY DAMAGES; providedCONTRACT, however, nothing in this Section 12.1 shall limit either Party’s obligations in respect of the indemnification provisions set forth in Sections 11.1(a) or 11.2(a) hereofOR OTHERWISE. The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability, and limitations on liability expressed herein in this Agreement shall survive termination or expiration of this Agreement, and shall apply at all times, whether in contract, equity, tort or otherwise, REGARDLESS . (c) IT IS THE INTENT OF THE FAULT, NEGLIGENCE (IN WHOLE OR IN PART), STRICT LIABILITY, BREACH PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF CONTRACT OR BREACH OF WARRANTY OF THE PARTY INDEMNIFIED, RELEASED OR WHOSE LIABILITIES ARE LIMITED, AND SHALL EXTEND DAMAGES BE WITHOUT REGARD TO THE SHAREHOLDERSCAUSE OR CAUSES RELATED THERETO, PARTNERS, PRINCIPALS, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES, AGENTS AND RELATED OR AFFILIATED ENTITIES INCLUDING THE NEGLIGENCE OF SUCH ANY PARTY, AND THEIR SHAREHOLDERSWHETHER SUCH NEGLIGENCE BE SOLE, PARTNERSJOINT OR CONCURRENT, PRINCIPALSOR ACTIVE OR PASSIVE. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (d) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEESTHE TOTAL LIABILITY OF ENERGY MANAGER UNDER THIS AGREEMENT SHALL NOT EXCEED [***].