Liability Limitations; Mitigation Clause Samples
The "Liability Limitations; Mitigation" clause sets boundaries on the amount and types of damages one party can recover from the other in the event of a breach or other legal claim. Typically, this clause caps the total liability to a specified amount, such as the value of the contract, and may exclude certain types of damages like indirect or consequential losses. It also often requires the parties to take reasonable steps to minimize any losses that might arise. The core function of this clause is to allocate and manage risk between the parties, ensuring that neither side faces unlimited financial exposure and encouraging both to act prudently to prevent or reduce potential damages.
Liability Limitations; Mitigation. 9.13.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except:
9.13.1.1 as is otherwise provided herein;
9.13.1. 2 as may be covered by a Party’s or a Purchaser’s insurance policies;
Liability Limitations; Mitigation. 9.9.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except:
9.9.1.1 as may arise from a Party’s or any Purchaser’s gross negligence, willful misconduct, fraud or violation of applicable law or regulation;
9.9.1.2 as may arise from a Party’s or any Purchaser’s breach of Section 11.0 (Confidentiality); or
9.9.1.3 obligations pursuant to Section 9.7 (Recalls) or Sections 10.1 and 10.2 (Vendor Indemnification; Comparative Fault).
9.9.2 Any reasonable costs and expenses incurred by HealthTrust and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages.
Liability Limitations; Mitigation. 9.9.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except:
9.9.1.1 as may arise from a Party’s or any Purchaser’s gross negligence, willful misconduct, fraud or violation of applicable law or regulation;
9.9.1.2 as may arise from a Party’s or any Purchaser’s breach of Section 9.9.1.3 obligations pursuant to Section 9.7 (Recalls) or Sections 10.1 (Vendor Indemnification) and 10.2 (Comparative Fault).
9.9.2 Any reasonable costs and expenses incurred by HealthTrust and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages.
9.9.3 Upon the occurrence of a termination event due to Vendor’s breach, Purchaser’s fulfilment of its payment obligations to any leasing or financing entities related to the applicable Products, Vendor Software or Equipment shall be considered direct damages recoverable by Purchaser under this Agreement.
Liability Limitations; Mitigation. Except as is otherwise provided herein, and except as may arise from a Party’s or any Purchaser’s (i) gross negligence, willful misconduct, or violation of applicable law, or (ii) breaches of Section 11.0 (“Confidentiality”), or obligations pursuant to Section 9.9 (“Recall”) or Section 10.1 (“Vendor Indemnification”), neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages. Any reasonable costs and expenses incurred by Division and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages.
Liability Limitations; Mitigation. 9.10.1 Except for damages arising out of (i) either Party’s [***] (ii) a Party’s indemnification obligations under this Agreement, or (iii) a Party’s or any Purchaser’s breach of Section 11.0 (Confidentiality); the aggregate liability of either party to the other with respect to this Agreement shall not exceed [***] dollars ($[***]). Neither Party nor any Purchaser shall be liable to the other for the other’s [***].
9.10.2 Any reasonable costs and expenses incurred by HMS and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages.
Liability Limitations; Mitigation. 9.13.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except:
9.13.1.1 as is otherwise provided herein;
9.13.1. 2 as may be covered by a Party’s or a Purchaser’s insurance policies; * Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.