Limitation of Company Liability. Anything to the contrary in this Agreement notwithstanding, the parties agree that the payment of the Company Termination Fee Amount shall be the sole and exclusive remedy available to Parent and Merger Sub with respect to this Agreement and the transactions contemplated hereby in the event any such payment becomes due and payable in accordance with Section 8.03(b), and from and after such termination and payment of the Company Termination Fee Amount in full pursuant to and in accordance with Section 8.03(b), the Company and its Affiliates and Representatives shall have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby. In no event shall Parent be entitled to more than one payment of the Company Termination Fee Amount in connection with a termination of this Agreement pursuant to which such Company Termination Fee Amount is payable. For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance in accordance with Section 9.08 and the payment of the Company Termination Fee Amount under this Section 8.03, under no circumstances, shall Parent and Merger Sub be permitted or entitled to receive both a grant of specific performance and the Company Termination Fee Amount (if entitled under this Section 8.03).
Limitation of Company Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY OR BREACHES OF SECTIONS 8.1 THROUGH 8.6, COMPANY SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF FEES PAID OR PAYABLE TO GT BY COMPANY FOR THE PRIVATE LABEL SITE DURING THE NINE MONTHS PRIOR TO THE CAUSE OF ACTION, (II) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (III) FOR LOST PROFITS (EXCEPT FOR FEES PAYABLE BY COMPANY TO GT UNDER THIS AGREEMENT). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO GT.
Limitation of Company Liability. It is understood that Company is not an insurer of person, life, limb or property and that insurance covering personal injury, life and property loss shall be obtained by the Subscriber, if so desired. Company is being paid for installing and providing a system designed to provide notice of the occurrence of certain events. Company and the Subscriber acknowledge that the amounts being charged by Com- pany are not sufficient to guarantee in any way that no loss or damage will occur or that the system and monitoring services will always function as intended and that Company is not assuming responsibility for any personal injury, loss of life, or property loss or damage which may occur even if due to Company’s negligent performance or which may arise due to the faulty operation of the system, the failure of services, the failure to perform said services or the failure of the Monitor Service. Company and Subscriber hereby agree that if, notwithstanding the above provisions, there should arise any liability whatsoever on the part of Com- pany, its directors, officers, employees, agents or assigns, it is agreed that such liability shall be limited to two hundred fifty dollars ($250). This sum shall be complete and exclusive and shall be paid and received as an exclusive remedy and not as a penalty.
Limitation of Company Liability. Company will not be liable for any loss, damages or penalty resulting from delay in delivery, including but not limited to, supplier delay, force majeure, act of God, labor unrest, fire, explosion or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay. Representatives of Company provide no medical advice or treatment and do not provide healthcare services. IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE ANY PRODUCTS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S LIABILITY FOR DIRECT DAMAGES FOR ANY CLAIM, WHETHER SOUNDING IN BREACH OF WARRATY, BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO COMPANY OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Limitation of Company Liability. 8.1. The Company shall not provide any guarantees that the Service or its elements may be suitable for specific purposes of use. The Company shall not guarantee and shall not promise any specific results from the use of the Service or its elements. The Service, including all scripts, individual elements and design of the Service, shall be provided "as is".
8.2. The Company shall not provide any guarantees that the Service will not be interrupted due to technical malfunctions, preventive maintenance, etc., however, it makes commercially reasonable efforts to ensure the operation of the Service per 24 hours in a day. The Company shall not provide for any guarantees that the Service or any of its elements will function at any particular time in the future or that they will not stop working.
8.3. The Company shall not be responsible and shall not compensate for any damage, direct or indirect, caused to the User or third parties as a result of the use or inability to use the Service, unless otherwise provided by applicable law.
8.4. The Company shall not be responsible for any damage to the device or software of the User or another person caused by or associated with the use of the Service through no fault of the Company.
8.5. The Company and its representatives shall not be liable to Users and / or third parties for any indirect, incidental, unintentional damage, including lost profits or lost data, damage to honor, dignity or business reputation caused in connection with the use of the Service, the content the Service or other materials to which Users or other third parties have access through the Service, even if the Company warned or indicated the possibility of such harm, unless otherwise provided by applicable law.
8.6. The Buyer, when placing an Order through the Service, shall confirm his intention to conclude the Agreement with the Supplier and/or the Transporter.
Limitation of Company Liability. Anything to the contrary in this Agreement notwithstanding, if the Company Termination Fee shall become due and payable in accordance with Section 8.3(b), from and after such termination and payment of the Company Termination Fee in full pursuant to and in accordance with Section 8.3(b), the Company and its Affiliates and Representatives shall have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby, other than any Liability or damages resulting from fraud or willful and material breach. In no event shall Parent be entitled to more than one payment of the Company Termination Fee in connection with a termination of this Agreement pursuant to which such Company Termination Fee is payable. For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance in accordance with Section 9.9 and the payment of the Company Termination Fee under this Section 8.3, under no circumstances, shall Parent and Merger Sub be permitted or entitled to receive both a grant of specific performance and the Company Termination Fee (if entitled under this Section 8.3).
Limitation of Company Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF THE COMPANY IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, OR ANY OTHER THEORY OF LIABILITY ARISING FROM OR RELATING TO THIS MSA OR ANY SERVICE ORDER ISSUED UNDER THIS MSA, THE COMPANY’S MAXIMUM LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID BY THE CLIENT FOR THE SERVICES PROVIDED UNDER THE SERVICE ORDER(S) THAT IS/ARE THE BASIS FOR THE COMPANY’S LIABILITY, AND THIS LIABILITY SHALL BE SOLE AND EXCLUSIVE (THE “LIMITATION OF LIABILITY CAP”), EXCEPT IN CONNECTION WITH THE COMPANY’S NEGLIGENCE AND/OR WILLFUL MISCONDUCT. THIS LIMITATION OF LIABILITY CAP SHALL NOT APPLY TO ANY (I) WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE COMPANY; OR (II) ANY BODILY INJURY OR PROPERTY DAMAGE CAUSED BY ANY SERVICE PROVIDER WHILE PHYSICALLY ON THE PREMISES OF THE CLIENT OR AT THE RESIDENCE OF ANY SERVICE RECIPIENT WHILE PERFORMING SERVICES PURSUANT TO THIS MSA OR ANY SERVICE ORDER.
Limitation of Company Liability. 3.1 To enable us to perform our obligations under this Agreement, you shall:
3.1.1 co-operate with us providing timely feedback and direction. This includes giving us clear concise instructions and engaging fully in the process, face to face, by phone and by email, depending on the input necessary at the time;
3.1.2 provide us with any information we may reasonably require in a timely manner;
3.1.3 work in partnership with Better with Jam so that the project can be delivered in accordance with the Estimate; and
3.1.4 obtain all necessary permissions and consents which may be required before the commencement of the Services.
3.2 In the event that you or any third party, not being a subcontractor of the Company, shall omit or commit anything which prevents or delays us from undertaking or complying with any of our obligations under this Agreement including but not limited to failing to comply with 3.1 above, then we shall notify you as soon as possible and:
3.2.1 we shall have no liability in respect of any delay to the completion of any work; and
3.2.2 if applicable, the timetable for the work will be modified accordingly and at the same time we will notify you if we intend to make any claim for additional costs.
3.3 In the event that you wish to change your instructions to Better with Jam in relation to the Agreement and Project, all costs incurred by Better with Jam to date will be due and payable immediately by you before Better with Jam will carry out any additional work. Better with Jam will not be liable for any time delay caused by such changes.
Limitation of Company Liability. The Company will not be liable to the User or any of its Personnel for any Loss or Claim suffered or incurred by the those persons arising out of or in any way connection with this Agreement including, without limitation, any Loss or Claim arising out of or relating to:
(a) the exercise by the Company of any of its rights under this Agreement;
(b) any denial of access to, delayed access to or requirement to withdraw from the Port or the Berth;
(c) any refusal or delayed loading or discharge of Vessel cargo, unless any such Loss is directly caused by the negligence or wilful act or omission of the Company.
Limitation of Company Liability. 8.1. The Company does not provide any guarantee that the Service or its elements may be suitable for specific purposes of use. The company cannot guarantee and does not promise any specific results from the use of the Service or its elements. Service, including all scripts, individual elements and design of the Service are provided "as is".
8.2. The Company does not provide any guarantees of absence of service interruptions related to technical malfunctions, preventive maintenance, etc., however, it makes commercially reasonable efforts to ensure the operation of the Service around the clock. The Company does not provide any guarantee that the Service or any of its elements will function at any particular time in the future or that they will not stop working.
8.3. The Company is not responsible and does not provide redress for any damage, direct or indirect, caused to the User or third parties as a result of the use or inability to use the Service, unless otherwise provided by applicable legislation.
8.4. The Company is not responsible for any damage of device or software of the User or another person caused or associated with the use of the Service through no fault of the Company.
8.5. Under no circumstances the Company and its representatives are responsible to the Users and / or third parties for any indirect, incidental, unintentional damage, including loss of benefit or lost data, damage to honour, dignity or business reputation caused in connection with the use of the Service, the content of the Service or other materials to which the Users or other third parties accessed through the Service, even if the Company warned or indicated the possibility of such harm, unless otherwise provided by applicable legislation.
8.6. The Buyer, when placing an Order through the Service, forms an agency assignment, under an Agency Agreement with ModestoGroup OÜ, on the basis of the agency assignment, ModestoGroup OÜ, on behalf of the Buyer, in the interests and at the expense of the Buyer, concludes an Agreement with the Supplier. Placing an Order through the Service means that the User agrees with all the essential conditions for the sale of the Product by the Supplier. Orders made over the telephone or by other means are equated to Orders made using the Service.
8.7. The essential terms of the Agreement concluded between ModestoGroup OÜ and the Supplier are specified in the Supplier Proposal.
