Licensor Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS OR PROFITS) RELATED TO THIS AGREEMENT, AND SHALL NOT HAVE ANY RESPONSIBILITIES OR LIABILITIES WHATSOEVER WITH RESPECT TO LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF, IN ANY SUCH CASE, ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY WHETHER UNDER CONTRACT LAW, TORT LAW (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, STATUTE, WARRANTY OR OTHERWISE.
Licensor Liability. Licensee understands, acknowledges and agrees that in no event shall Licensor be liable to Licensee and Sublicensee(s) under this Agreement, and/or any other persons or entities, regardless of the form of a cause of action, whether in contract, tort or under a statute, including, but not limited to, negligence, strict liability, product liability, environmental liability, patent infringement, misappropriation of trade secrets, trademark infringement, copyright infringement, unfair competition, or the like, which in any way arises out of and/or is related to Licensee’s, Sublicensee(s)’ and/or any other person’s and/or entity’s, manufacture, use, offer for sale, license, and/or sale of any of the rights granted or licensed to Licensee under this Agreement, and/or any goods and/or services employing any of the rights granted or licensed to Licensee under this Agreement.
Licensor Liability. (A) THE TOTAL LIABILITY OF THE UNIVERSITY AND/OR MIT (JOINTLY AND SEVERALLY) FOR ANY AND ALL CAUSES OF ACTION ARISING IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, IN AGGREGATE, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING IN THE AGGREGATE ONE HUNDRED PERCENT (100%) OF THE AMOUNTS PAID TO THE UNIVERSITY UNDER ARTICLE IV. LICENSEE WAIVES AND DISCLAIMS (AND WILL CAUSE ALL ITS AFFILIATES, ITS PERMITTED SUBLICENSEES TO WAIVE AND DISCLAIM) ANY RIGHT TO RECOVER ANY DAMAGES IN THE AGGREGATE IN EXCESS OF SUCH AMOUNT FROM THE UNIVERSITY AND/OR MIT (JOINTLY AND SEVERALLY).
Licensor Liability. All obligations of Licensor hereunder will be binding upon Licensor only during the period of its possession of the Premises and not thereafter. The term “Licensor” shall mean only the owner, lessor, sublessor or licensor, for the time being of the Premises, and in the event of the transfer by such owner, lessor, sublessor or licensor of its interest in the Premises, such owner, lessor, sublessor or licensor shall thereupon be released and discharged from all covenants and obligations of the Licensor thereafter accruing to the extent such covenants and obligations are expressly assumed by the new owner, lessor, sublessor or licensor and such covenants and obligations shall be binding during the License term upon such new owner, lessor, sublessor or licensor for the duration of such owner, lessor, sublessor or licensor’s ownership. Notwithstanding any other provision hereof, Licensor shall not have any personal liability hereunder. In the event of any breach or default by Licensor in any term or any provision of this License, and, as a consequence, if Licensee shall recover a money judgment against Licensor, such judgment shall be satisfied only out of the proceeds received at a judicial sale upon execution and levy against the right, title and interest of Licensor in the Premises, and in the rents or other income from the Premises receivable by Licensor, and neither Licensor nor Licensor’s owners, partners or venturers shall have any personal, partnership, corporate or other liability hereunder.
Licensor Liability. In the event of Normal Transfer or Termination of this Agreement, the Licensor shall not be liable for any liability and/or damages to the Licensee or to any other third party except in accordance with the provisions of this Clause.
Licensor Liability. Licensor undertakes to indemnify and hold harmless Licensee against any claim that Software, furnished and used within the scope of this Agreement, infringes any third-party Intellectual Property Rights, provided that: (i) Licensor is given prompt notice of the claim, (ii) Licensor is given immediate and complete control over the defense and/or settlement of the claim, and Licensee fully cooperates with Licensor in such defense and/or settlement, (iii) Licensee does not prejudice in any manner Licensor’s conduct of such claim, (iv) the alleged infringement is not base upon the use of the Software in a manner prohibited under this Agreement, in a manner for which the Software was not designed. Should a final judgment ascertain the claimed third-party Intellectual Property Right, Licensor will at its option either (i) procure for Licensee the right to use the Software, (ii) modify the Software so that it becomes non-infringement.
Licensor Liability. Notwithstanding anything to the contrary contained herein, Licensor shall have no liability except for willful misconduct or gross negligence, and then only for the cost of the repair of personal property. Performance by Licensor shall be excused by third party delays. Licensor shall not be responsible for interruption in the outdoor lighting or other services/delivered by third parties. Licensor is only liable for its obligations hereunder during its time of ownership of the Property, with each successive owner of the Property only liable for its obligations hereunder during its respective period of ownership. This Section shall survive the termination of this Agreement and the Revocable Parking License.
Licensor Liability. Notwithstanding the foregoing, Proventus LLC shall be liable under this Agreement only for obligations and liabilities relating to Auction Tracts 1-5, and Proventus II LLC shall be liable under this Agreement only for obligations and liabilities relating to Auction Tracts 6-9. There shall be no joint and several liability under this Agreement between Proventus LLC and Proventus II LLC.
Licensor Liability. To the extent that any use or practice of the Intellectual Property Rights developed or created by Licensor after the Effective Date infringes upon, misappropriates or violates any trade secret, patent, copyright or other intellectual property or proprietary right of a third party (other than Licensee and its affiliates or subsidiaries), and such infringement, misappropriation or violation is a result of Licensor’s negligence, or willful act or omission, Licensor shall have thirty (30) days from notification by Licensee to modify the software, methods, processes and systems such that they no longer infringe, misappropriate or violate such third party intellectual property or proprietary rights. Should Licensor fail, within such thirty (30) day period, to so modify the software, methods, processes and systems such that they no longer infringe, misappropriate or violate such third party intellectual property or proprietary rights, Licensor shall be liable to Licensee for an amount not to exceed [****] in total over the term of this Agreement to cover Licensee’s costs and expenses to defend against any third party claims, to make such modifications, remove or replace such infringing software, methods, processes and systems and to cover Licensee’s costs and expenses associated therewith, including reasonable attorney and expert fees, costs, liens, judgments, settlements, and penalties. If any claim is commenced against Licensee relating to this provision, notice thereof shall be given to Licensor as promptly as practicable. The parties will reasonably cooperate with each other in resolving the third party intellectual property claim, at Licensor’s cost, as set forth herein.
Licensor Liability. With regard to the Reservation System, Licensor has no liability whatsoever to Licensee if the Reservation System or Harmony or their replacement systems become inoperable or cease to function for any period of time due to any cause whatsoever other than Licensee's gross negligence or willfull acts or omissions.
