LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS AS OUTLINED IN SECTION 3 (CONFIDENTIAL INFORMATION), INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE OR A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 6 (INDEMNIFICATION), EACH PARTY’S ENTIRE LIABILITY FOR ANY DAMAGES WHICH MAY ARISE HEREUNDER OR RELATED HERETO, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, SHALL BE LIMITED TO MONEY DAMAGES IN AN AMOUNT EQUAL TO THE LESSER OF (A) ACTUAL DIRECT DAMAGES, OR (B) THE TOTAL PRICE PAID OR PAYABLE BY CLIENT TO CONSULTANT FOR SERVICES AND DELIVERABLES DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS PRIOR TO THE APPLICABLE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF BUSINESS OR PROSPECTIVE BUSINESS OPPORTUNITIES, PROFITS, SAVINGS, INFORMATION, USE OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION 5 (LIMITATION OF LIABILITY; EXCLUSIVE REMEDY) SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND ANY SOW.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. (a) Be will have no liability under Section 10.1 for any infringement claim based upon: (i) the[*]not listed in this Agreement;(ii) componets or software which were not manufactured by Be; and (iii) any[*]. (b) SECTIONS 10.1 AND 10.2 STATE Be'S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIMS OF PATENT, COPYRIGHT OR OTHER PROPRIETARY RIGHT INFRINGEMENT.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. Each Seller’s aggregate liability in respect of all claims against it under or in connection with the terms of this Agreement shall not exceed the value of the Aggregate Consideration (received by such Seller) at the time of issuance pursuant to the terms and conditions hereof. With respect to each Seller, the Purchaser’s aggregate liability for the benefit of such Seller in respect of all claims against the Purchaser under or in connection with the terms of this Agreement shall not exceed the Aggregate Consideration (received by such Seller) at the time of issuance pursuant to the terms and conditions hereof. The Parties agree that, in the event the Closing occurs, with respect to PLK only, the remedies provided for in this Article VII shall be the Purchaser’s sole and exclusive remedies for any breach of the representations and warranties provided by PLK under this Agreement or any claims against PLK relating to this Agreement, other documents, certificates, agreements delivered in connection with this Agreement, the Company, or any Law or otherwise.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. IN NO EVENT WILL THE EXPERT GRAPH LLC PARTIES BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS USER AGREEMENT OR YOUR USE OF THE SITE, THE APPLICATIONS OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. VIRTUALSCADA will not be liable to Customer under this Agreement, whether in contract, in tort (including negligence) under any warranty or otherwise for any special, indirect, incidental or consequential loss or damage, or loss of profits or revenues even if VIRTUALSCADA has been advised of the possibilities of such damages. The remedies set forth in Sections 6 and 7 of this Agreement are exclusive and VIRTUALSCADA's liability for damages to the Customer for any cause whatsoever, including performance or non-performance by VIRTUALSCADA or Products provided hereunder, regardless of the form of the action, under any warranty or otherwise will be limited to the remedies provided therein.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. IN NO EVENT WILL THE PAPER DIGEST PARTIES BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS USER AGREEMENT OR YOUR USE OF THE SITE, THE APPLICATIONS OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. Limitation of liability will be handled in accordance to Appendix A, Section 10K of DIR Contract No. DIR-TSO-3631. EXHIBIT C TRADEMARK INFORMATION Granicus Registered Trademarks ® Include: Granicus logo as a mark Granicus® Legistar® MediaVault® MinutesMaker® Mobile Encoder® Outcast Encoder® StreamReplicator® Granicus Trademark Names ™ Include: CivicIdeas™ iLegislate™ InSite™ Integrated Public Record™ Intelligent Routing™ LinkedMinutes™ LiveManager™ MediaCenter™ MediaManager™ MediaVault™ MeetingMember™ MeetingServer™ Simulcast Encoder™ VoteCast™ VoteCast™ Classic VoteCast™ Touch
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. IN THE EVENT OF ANY INTERRUPTION, GRANICUS’S SOLE OBLIGATION, AND CITY’S EXCLUSIVE REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. [End of Support Information] EXHIBIT C GRANICUS, INC. HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and City, as an attachment to the Service Agreement between Granicus and City, for the use of the hardware components of the Granicus Solution (the “Hardware”) by Granicus to City. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. This exhibit does not change any term of the Service Agreement except to the extent it is contrary to the Service Agreement. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. (a) Notwithstanding anything to the contrary herein, in no event shall any Shareholder's obligation to indemnify the Company and/or XOOM exceed the lesser of (A) the amount equal to such Shareholder's pro rata allocation of $1,977,500, or (B) the sum of the fair market value of the XOOM common shares received by such Shareholder together with such Shareholder's pro rata share of any unpaid cash consideration set forth in Section 2.4. Any disputes regarding the fair market value of the XOOM common shares shall be resolved in accordance with Section 12.5.
LIMITATION OF LIABILITY; EXCLUSIVE REMEDY. (a) Notwithstanding anything to the contrary herein, in no event shall the Stockholder's obligation to indemnify the Merger Sub and/or Razorfish exceed 50% of the Merger Consideration (where the shares of Razorfish Common Stock issued hereunder shall be valued in accordance with Section 10.1(b) --------------- herein).
