Limit on Damages. Each party hereto acknowledges and agrees that neither party shall be liable to the other party for any punitive damages (except to the extent paid to a third party in respect of a Third Party Claim) or damages that were not reasonably foreseeable.
Limit on Damages. VMSC and Distributor each hereby agree, to the fullest extent permitted by law, that neither party (or their affiliates, and their respective officers, directors, agents, contractors, and employees) shall be liable for any punitive, exemplary, incidental, indirect, special, or consequential damages arising out of any cause whatsoever (whether such cause be based in contract, negligence, strict liability, other tort or otherwise).
Limit on Damages. Except for third-party indemnification obligations hereunder, Producer shall not be liable for any damages exceeding the amount of the Contract Price, and in no event, shall Producer be liable for exemplary, punitive, incidental, speculative or consequential damages, including lost profits or wages, arising out of this Agreement, or the breach of any term, covenant, representation, warranty, or obligations contained herein.
Limit on Damages. Neither party, including, without limitation, ---------------- any of its employees or agents shall be liable to the other party whether in contract, tort or otherwise, for payment of any special, indirect, consequential or similar damages.
Limit on Damages. Changing Seasons FCU and our agents, officers or employees shall not be liable for any loss of profits, loss of use, loss of data, interruption of business, nor of indirect, special, incidental, consequential or exemplary damages of any kind, whether under this agreement or otherwise arising in any way in connection with or related to the site, any software used to access the site, any of the services available through the site or the content. Your reliance on, use of or inability to use the site, or any error, omission, interruption, or delay in operation, or any computer virus or system failure, regardless of whether such claim arises under any theory of tort, contract, strict liability or otherwise and regardless of whether Changing Seasons FCU is advised of the possibility of any such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitations may not apply to you.
Limit on Damages. In no event shall we be liable for any consequential, special, punitive, or indirect loss or damage which you may incur or suffer in connection with this Section 5, including without limitation loss or damage from subsequent wrongful dishonor resulting from our acts or omissions in performing our services under this Section 5. Our liability to you in the event you incur any loss due to mishandling of a particular Entry or Entries by us shall be limited to (i) liability for our own negligence or willful misconduct; and
Limit on Damages. The aggregate amount of all Damages for which the Stockholder Representative shall be liable under this Section 6.2 shall not exceed the amount determined by multiplying the Stockholder Escrow Shares comprising the Stockholder Escrow Fund by the last reported sale price of the Parent Common Stock on the Business Day immediately prior to the Closing Date Notwithstanding the foregoing, the cap for Damages suffered by any Parent Indemnitee as a result of or related to a claim for fraud, or willful or tortious misrepresentation, or for any claim for breach of the Company Excepted Warranties, shall be the amount determined by multiplying the Aggregate Merger Consideration by the last reported sale price of the Parent Common Stock on the Business Day immediately prior to the Closing Date As used herein, the “Company Excepted Warranties” means (i) the first sentence of Section 2.1(e), (ii) the first sentence of Section 2.1(f), (iii) the first sentence of Section 2.1(g), (iv) Section 2.1(h), (v) Section 2.3, (vi) Section 2.14, (vii) Section 2.20 and (viii) Section 2.21(a).
Limit on Damages. The aggregate amount of all Damages for which Parent shall be liable under this Section 6.3 shall not exceed the number of Parent Indemnification Shares (as defined below in Section 6.4) as their value may be from time to time as contemplated below in Section 6.5(e)(ii). Notwithstanding the foregoing, Parent shall be liable for all Damages suffered by any Stockholder Indemnitee as a result of or related to a claim for fraud, or willful or tortious misrepresentation, and for any claim for breach of the representations and warranties set forth in Section 3.2, Section 3.3(a), the last two sentences of Section 3.4, Section 3.9 and Section 3.14 (the “Parent Excepted Warranties”).
Limit on Damages. The aggregate amount of all Damages for which a Stockholder shall be liable under this Section 6.2 shall not exceed the amount determined by multiplying the Stockholder Escrow Shares comprising the Stockholder Escrow Fund by the volume weighted average price for the Foreign Parent Stock for the ten (10) consecutive trading days immediately prior to the Closing Date (“Deemed Value”). Notwithstanding the foregoing, the cap for Damages suffered by any Parent Indemnitee as a result of or related to a claim for fraud or willful misconduct or any claim for breach of the Company Excepted Warranties, shall be the amount determined by multiplying the Aggregate Merger Consideration by the Deemed Value. As used herein, the “Company Excepted Warranties” means (i) Section 2.1(a), (ii) Section 2.3, (iii) Section 2.14, (iv) Section 2.20 and (v) Section 2.21(a). All Damages for which the Stockholders are liable may be satisfied by delivery of the shares of Foreign Parent Common Stock at the Deemed Value per share.
Limit on Damages. The aggregate amount of all Damages for which Foreign Parent and Parent shall be liable under this Section 6.3 shall not exceed the amount determined by multiplying three hundred nine thousand seven hundred and seventy five (309,775) shares of Foreign Parent Stock by the Deemed Value. Notwithstanding the foregoing, Foreign Parent and Parent shall be liable for all Damages suffered by any Stockholder Indemnitee as a result of or related to a claim for fraud or willful misconduct, a claim for breach of any covenant or obligation of Foreign Parent, Parent or the Surviving Corporation and for any claim for breach of the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.3(a), Section 3.3(f), Section 3.4, Section 3.9 and Section 3.14 (the “Foreign Parent Excepted Warranties”).
