Limitation of Liability; Sole Remedy Sample Clauses

Limitation of Liability; Sole Remedy. Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable for consequential, incidental, punitive, exemplary or special damages resulting directly or indirectly from, or connected with, the performance or non-performance under this Agreement. The indemnification provided for in this Article IV shall be in addition to (and not in lieu of) all other rights and remedies of the Parties, whether at law or in equity, in connection with any failure by a Party to perform or observe any term, provision, covenant or agreement on the part of such Party to be performed or observed under this Agreement.
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Limitation of Liability; Sole Remedy. 13.1. IN NO EVENT IS ACS LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ACS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. ACS IS NOT RESPONSIBLE FOR ANY LOSSES ARISING FROM ANY DISRUPTION OF ACS’S SERVICE TO CLIENT OR DISRUPTION OR MALFUNCTION OF ACS SOFTWARE FOR ANY REASON, OTHER THAN ACS’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CLIENT ACKNOWLEDGES THAT ACS DOES NOT HAVE CONTROL OVER THIRD PARTIES AND CANNOT WARRANT, AND WILL NOT BE HELD LIABLE FOR, NON‐PERFORMANCE OF HARDWARE AND/OR THIRD PARTY SOFTWARE, OR MATERIALS OR SERVICES FROM THIRD‐PARTIES. CLIENT ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN OPERATING COMPUTER SERVERS AND INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY OF CLIENT AND THAT SUCH RISKS ARE BORNE SOLELY BY CLIENT. 13.2. CLIENT ACKNOWLEDGES AND AGREES THAT (a) HARDWARE AND THIRD PARTY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS BY ACS, (b) CLIENT MAY BE REQUIRED TO ENTER INTO SEPARATE AGREEMENTS WITH THIRD PARTIES FOR THE LICENSING OF ANY THIRD PARTY SOFTWARE AND FOR THE MAINTENANCE OF THE HARDWARE, (c) CLIENT IS RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE HARDWARE AND THIRD PARTY SOFTWARE, (d) DELIVERY OF HARDWARE OR THIRD PARTY SOFTWARE IS SUBJECT TO AVAILABILITY FROM THE THIRD PARTY MANUFACTURER, PRODUCER, OR SUPPLIER, AND (e) CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY LOSS OF USE OR MALFUNCTION OF THE HARDWARE OR THIRD PARTY SOFTWARE OR FOR THE HARDWARE OR THIRD PARTY SOFTWARE’S FAILURE TO PERFORM IN ACCORDANCE WITH ITS SPECIFICATIONS LIES WITH THIRD PARTIES, AND NOT ACS. 13.3. FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, ANY SIGNED QUOTE, OR ANY PURCHASE ORDER, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, IN NO EVENT WILL ACS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR (A) DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE PRODUCTS OR SERVICES, LOST REVENUES OR PROFITS, LOSS OF SOLUTIONS, BUSINESS OR GOODWILL, LOSS OR CORRUP...
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Limitation of Liability; Sole Remedy. Any liability of Company under this Agreement is expressly limited to the price paid by Reseller for the Company Products involved. Reseller's sole remedy against Company in any dispute concerning this Agreement shall be to seek recovery of that amount, upon payment of which Company shall be released from all further obligations and liability to Reseller.
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Limitation of Liability; Sole Remedy. Except as provided in Section --------------------------------------- 2.11(A), in which case no limitation on liability shall be applicable, any liability of Gateway under this Agreement is expressly limited to the price paid by Reseller for the Gateway Products that are the subject of a dispute Gateway Confidential or controversy. Except as otherwise provided in Section VIII, Reseller's sole remedy against Gateway in any dispute or controversy concerning this Agreement shall be to seek recovery of the foregoing amount, upon the payment of which Gateway shall be released from and discharged of all further obligations and liability to Reseller. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR ECONOMIC LOSS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
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Limitation of Liability; Sole Remedy. No Consequential or Indirect Damages. EXCEPT AS PROVIDED BELOW IN THIS SECTION, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, OR OWNERS BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES RESULTING FROM LOSS OF (1) USE, (2) DATA, (3) REVENUE OR (4) PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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Limitation of Liability; Sole Remedy 
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Related to Limitation of Liability; Sole Remedy

  • Limitation of Liability and Damages NEITHER CCH NOR ITS VENDORS AND LICENSORS SHALL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER. EXCLUDING CCH’S OBLIGATIONS TO INDEMNIFY CUSTOMER FOR INTELLECTUAL PROPERTY INFRINGEMENT AS PROVIDED IN SECTION 16 OR CCH’S WILFULL MISCONDUCT, THE TOTAL LIABILITY OF CCH AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE HEREUNDER BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. The allocations of liability in this Section 17 represent the agreed, bargained-for understanding of the parties and CCH’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in the Agreement are intended by the parties to apply regardless of the form of lawsuit or claim a party may bring, whether in tort, contract or otherwise, and regardless of whether any limited remedy provided for in the Agreement fails of its essential purpose.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

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