Limit on Direct Damages Sample Clauses

Limit on Direct Damages. EACH PARTY (AND THEIR RESPECTIVE LICENSORS’, AFFILIATES’, EMPLOYEES’, OFFICERS’, DIRECTORS’, CONTRACTORS’, DISTRIBUTORS’ AND AGENTS’) AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES ONLY NOT EXCEEDING THE LOWER AMOUNT BETWEEN THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR THE APPLICABLE PRODUCT WHICH GAVE RISE TO THE CLAIM OR THE TOTAL AMOUNT PROVIDED IN THE ORDER FORM FROM WHICH THE DAMAGES RESULT .
Sample 1
AutoNDA by SimpleDocs
Limit on Direct Damages. Except as set forth in Section 14.3 below, in no event shall either Party’s aggregate liability exceed three (3) times the total amounts paid or payable by Anthem to Castlight hereunder. For the avoidance of doubt, amounts paid or payable include, but are not limited to, implementation and customization fees paid or payable by Anthem to Castlight. Any amount owed by Castlight to Anthem in the way of service credits based upon a failure to meet the Service Levels set forth on Exhibit G attached hereto, shall not count toward any calculation of damages under this section.
Sample 1
Limit on Direct Damages. IN NO EVENT SHALL GATOR’S TOTAL AGGREGATE LIABILITY TO OVERTURE UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) ALL AMOUNTS PAID OR PAYABLE TO GATOR UNDER THIS AGREEMENT IN THE PREVIOUS [***] OR (II) [***] DOLLARS ($[***]). IN NO EVENT SHALL OVERTURE’S TOTAL AGGREGATE LIABILITY TO GATOR UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) ALL AMOUNTS EARNED BY OVERTURE, BUT NOT PAID TO GATOR UNDER SECTION 4.1 (PAYMENT), BY PROVIDING OVERTURE RESULTS UNDER THIS AGREEMENT IN THE PREVIOUS [***], (II) [***] DOLLARS ($[***]), OR (III) IN THE EVENT OF AN UNCURED BREACH OF SECTION 7.1 (DECLINE IN PPC) OR SECTION 8.1 ([***]), ALL AMOUNTS PAYABLE TO GATOR UNDER SUCH SECTIONS.
Sample 1
Limit on Direct Damages. IN NO EVENT SHALL GATOR’S TOTAL AGGREGATE LIABILITY TO OVERTURE UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) ALL AMOUNTS PAID OR PAYABLE TO GATOR UNDER THIS AGREEMENT IN THE PREVIOUS [***] ([***])[***] OR (II) [***] DOLLARS ($[***]) OR (III) IN THE EVENT OF AN UNCURED BREACH OF SECTION 8.2, TERMINATION PRIOR TO CHANGE IN CONTROL, ALL AMOUNTS PAYABLE TO OVERTURE THEREUNDER. IN NO EVENT SHALL OVERTURE’S TOTAL AGGREGATE LIABILITY TO GATOR UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) ALL AMOUNTS THEN OWING TO GATOR UNDER THIS AGREEMENT, (II) [***] DOLLARS ($[***]) OR (III) IN THE EVENT OF AN UNCURED BREACH OF SECTION 6.2, [***], OR SECTION 8.2, TERMINATION PRIOR TO CHANGE IN CONTROL, ALL AMOUNTS PAYABLE TO GATOR UNDER SUCH SECTION. *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Sample 1
Limit on Direct Damages. 13.2.1 In no event shall a Party’s aggregate liability exceed the amount paid by WellPoint to Supplier in the twelve (12) months immediately preceding the month in which the event occurred or dispute arose giving rise to the claim for damages. Any amount owed by Supplier to WellPoint in the way of Service credits and a failed service level agreement as set forth in a Statement of Work, if applicable, shall not count toward any calculation of damages under this section.
Sample 1
Limit on Direct Damages. Except for your breach of the license restrictions in clause 2 and its confidentiality obligations in clause 4, the aggregate, cumulative liability of each party (including its directors, officers, employees, representatives, agents and suppliers) under this agreement shall be limited to the fees paid or payable by you to us during the twelve month period prior to the event giving rise to any claim.
Sample 1
Limit on Direct Damages. To the maximum extent permitted by law, Customer agrees that none of the Mediacom Parties shall be liable (whether based on contract, warranty, negligence, strict liability or any other legal or equitable theory or cause of action) for damages directly or indirectly arising out of, resulting from or relating to this Agreement or its subject matter,
Sample 1
AutoNDA by SimpleDocs
Limit on Direct Damages. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL EITHER PARTY’S (OR THEIR AFFILIATES’) TOTAL AND CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE REDIS PRODUCTS AND SERVICES PROVIDED HEREUNDER EXCEED THE TOTAL FEES PAID BY CUSTOMER TO REDIS FOR COMMERCIAL SUBSCRIPTIONS IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE FIRST EVENT WHICH GIVES RISE TO LIABILITY UNDER THIS AGREEMENT.
Sample 1

Related to Limit on Direct Damages

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Limitation on Direct Damages Except for Unlimited Liability above and Partner’s obligations to pay for the Offerings, Partner’s violation of the restrictions on use of Products and Services or Dell or its Affiliates’ intellectual property rights, and to the extent permitted by the applicable local law, Dell’s (including its suppliers’) total liability arising out of any Dispute or any matter under the Agreement, is limited to the lower amount of either (a) the amount Partner paid to Dell during the 12 months before the date that the matter or Dispute arose for the Product, Services or both that are the subject of the Dispute; or (b) $1,000,000 USD (or equivalent in local currency) (“Liability Cap”). This excludes amounts received as reimbursement of expenses or payment of taxes. The existence of more than one claim will not increase or otherwise alter these limitations on Dell’s liability. Notwithstanding anything otherwise set forth above, Dell (and its suppliers) shall have no liability for any direct damages resulting from Partner’s use or attempted use of Third-Party Software, Free Software or Development Tools (all defined in the XXXX), or Third Party Products.

  • Indirect Damages To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility.

  • Waiver of Punitive Damages Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

  • Consequential Damages Waiver NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOSS CAUSED BY THE INTERRUPTION, TERMINATION OR DELAYED OPERATION OF THE INTERNET, THIRD-PARTY TELECOMMUNICATION SERVICES OR THIRD-PARTY SECURITY FEATURES OR SYSTEMS, EXCEPT AS REQUIRED BY LAW. EXCEPT FOR CUSTOMER’S BREACH OF SECTION 1.4 (USE RESTRICTIONS) OR EITHER PARTY’S UNLAWFUL OR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY IN ADVANCE, SUFFERED BY ANY PARTY OR ANY PARTY CLAIMING ON BEHALF OF OR THROUGH THE OTHER PARTY, OR ANY OTHER THIRD PARTY RESULTING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF.

  • No Special Damages In no event shall either party be liable hereunder (whether in an action in negligence, contract or tort or based on a warranty or otherwise) for any indirect, incidental, special or consequential damages incurred by the other party or any third party, even if the party has been advised of the possibility of such damages.

  • Actual Damages Contractor is liable to CMHA for all actual and direct damages caused by Contractor’s default. In the event Contractor fails to provide services or material as provided for in the Contract Documents, CMHA may substitute the services and/or material from a third party. CMHA may recover the costs associated with acquiring substitute services and/or materials, less any expense or costs saved by Contractor’s default, from Contractor.

  • Limitation on Consequential Damages NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR COVER OR FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • Waiver of Consequential Damages, Etc To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!