Common use of LIMITATION OF REMEDIES AND LIABILITY Clause in Contracts

LIMITATION OF REMEDIES AND LIABILITY. IN NO EVENTWILL BUYER'S DAMAGES OR OTHER RECOVERY FROM SELLER IN ANY CAUSE OF ACTION, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY, EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCT AS TO WHICH THE CLAIM IS MADE. SELLER SHALL NOT BE LIABLE, AND BUYER WAIVES ALL CLAIMS AGAINST SELLER, FOR PROSPECTIVE PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. Seller's total, complete and exclusive liability hereunder shall be limited to the remedies contained in this Section 3. Seller will not be liable to Buyer for any contribution to or indemnity against all or any part of any loss, damage or injury to persons or property resulting from Buyer's handling, storage, transportation, resale or use of the Goods in manufacturing processes, or in combination with other substances, or otherwise. All technical advice, recommendations and services provided by Seller are intended for use by persons having skill, at their own risk, and Seller assumes no responsibility, and Buyer hereby waives all claims against Seller, for results obtained or damages incurred from the use of Seller's advice, recommendations or services. Buyer will indemnify and hold Seller harmless from and against all damages, costs and expenses resulting from special marking of the Product or containers in accordance with Buyer's requests, Buyer's purchase, use, marketing, manufacturing or sale of the Product or Buyer's failure to recall finished product. In the event Buyer rejects a lot pursuant to Section 9, Buyer may return to Seller, at Seller's shipping expense and risk, any Product sold by Seller to Buyer which does not conform to the Specifications, for credit or replacement, at the election of Seller within sixty (60) days of receipt. Credit for properly returned items will be given when Seller receives such Product. No such return may be made unless Buyer first receives written authorization for the return from Seller and such return is made in accordance with such authorization. Shipping costs for shipment of replacement Product by Seller back to Buyer via ground transportation shall be paid by Seller. Seller shall have no obligation to grant credit for or replace any Product sold hereunder which has been subject to misuse, mishandling, neglect, accident, abuse or has been subjected to alteration or modifications unauthorized by the Seller.

LIMITATION OF REMEDIES AND LIABILITY. IN NO EVENTWILL BUYER'S DAMAGES OR OTHER RECOVERY FROM SELLER IN ANY CAUSE OF ACTIONA. If the transactions hereunder shall not be closed by reason of Optionor's material default or by reason of the failure of a condition precedent to Optionee's obligations to close hereunder, WHETHER BASED ON CONTRACTand Optionee is not in material default, TORTthen the Option Fee shall be returned to Optionee (and, OR ANY OTHER THEORYif such failure to close is as a result of Optionor's material default and not a failure of a condition, EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCT AS TO WHICH THE CLAIM IS MADEOptionee shall also be entitled to a return of any Initial Extension Fee or Additional Extension Fee paid by Optionee). SELLER SHALL NOT BE LIABLEIn addition, AND BUYER WAIVES ALL CLAIMS AGAINST SELLERif the transactions herein provided shall not be closed solely by reason of Optionor's material default under this Agreement, FOR PROSPECTIVE PROFITS OR SPECIALand Optionee shall not be in material default and shall be ready, INDIRECTwilling and able to close, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED UPON NEGLIGENCEthen Optionee shall be entitled to specifically enforce this Agreement (but no other action, BREACH OF WARRANTYfor damages or otherwise shall be permitted); provided however: (i) if Optionor commences suit for specific performance within thirty (30) days of the Closing Date but is unable to obtain specific performance because Optionor sold or transferred the Property to a party other than Optionee on or before the Closing Date (or within 30 days thereafter), STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTIONthen Optionee shall be entitled to pursue a damage action against Optionor; or (ii) if the material default by Optionor shall otherwise be such that specific performance shall not be available so as to appropriately provide to Optionee the benefits of the bargain under this Agreement, Optionor shall reimburse Optionee for its actual out-of-pocket costs and expenses incurred in connection with the transactions hereunder (such reimbursement obligation not exceeding $100,000 in the aggregate). SellerIf the transactions herein provided shall fail to close by reason of Optionee's totaldefault under this Agreement, complete then the Option Fee (and the Initial Extension Fee, if made by Optionee) shall be delivered and/or retained by Optionor as its sole and exclusive liability remedy hereunder. B. Notwithstanding anything to the contrary contained herein, if the closing of the transactions hereunder shall be have occurred (and Optionee shall not have waived, relinquished or released any applicable rights in further limitation), the aggregate liability of Optionor arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of Optionor under this Agreement (or any document executed or delivered in connection herewith) shall not exceed $500,000. C. No constituent partner in or agent of Optionor, nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, participant, representative or agent of any corporation or trust that is or becomes a constituent partner in Optionor (including, but not limited to, JMB Realty Corporation or any individual named in Paragraph 7A(2) hereof) shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the remedies provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Optionee and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Optionor's assets for the payment of any claim or for any performance, and Optionee, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Notwithstanding anything to the contrary contained in this Section 3. Seller will not Agreement, neither the negative capital account of any constituent partner in Optionor (or in any other constituent partner of Optionor), nor any obligation of any constituent partner in Optionor (or in any other constituent partner of Optionor) to restore a negative capital account or to contribute capital to Optionor (or to any other constituent partner of Optionor), shall at any time be liable deemed to Buyer for any contribution to be the property or indemnity against all an asset of Optionor or any part such other constituent partner (and neither Optionee nor any of any loss, damage its successors or injury to persons or property resulting from Buyer's handling, storage, transportation, resale or use of the Goods in manufacturing processes, or in combination with other substances, or otherwise. All technical advice, recommendations and services provided by Seller are intended for use by persons having skill, at their own risk, and Seller assumes no responsibility, and Buyer hereby waives all claims against Seller, for results obtained or damages incurred from the use of Seller's advice, recommendations or services. Buyer will indemnify and hold Seller harmless from and against all damages, costs and expenses resulting from special marking of the Product or containers in accordance with Buyer's requests, Buyer's purchase, use, marketing, manufacturing or sale of the Product or Buyer's failure to recall finished product. In the event Buyer rejects a lot pursuant to Section 9, Buyer may return to Seller, at Seller's shipping expense and risk, any Product sold by Seller to Buyer which does not conform to the Specifications, for credit or replacement, at the election of Seller within sixty (60) days of receipt. Credit for properly returned items will be given when Seller receives such Product. No such return may be made unless Buyer first receives written authorization for the return from Seller and such return is made in accordance with such authorization. Shipping costs for shipment of replacement Product by Seller back to Buyer via ground transportation shall be paid by Seller. Seller assigns shall have no any right to collect, enforce or proceed against or with respect to any such negative capital account of partner's obligation to grant credit for restore or replace any Product sold hereunder which has been subject to misuse, mishandling, neglect, accident, abuse or has been subjected to alteration or modifications unauthorized by the Sellercontribute).

LIMITATION OF REMEDIES AND LIABILITY. IN NO EVENTWILL BUYER'S DAMAGES OR OTHER RECOVERY FROM SELLER IN ANY CAUSE OF ACTIONThe warranties, WHETHER BASED ON CONTRACTconditions, TORTrepresentations, OR ANY OTHER THEORY, EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCT AS TO WHICH THE CLAIM IS MADE. SELLER SHALL NOT BE LIABLE, AND BUYER WAIVES ALL CLAIMS AGAINST SELLER, FOR PROSPECTIVE PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. Seller's total, complete obligations and exclusive liability hereunder shall be limited to liabilities of QAS and the remedies contained of the Customer expressly stated in this Section 3. Seller will not be liable to Buyer for Agreement are exclusive and in substitution for, and the Customer waives, releases and renounces all other warranties and other obligations and liabilities of QAS, and any contribution to or indemnity against all or any part of any lossother rights, damage or injury to persons or property resulting from Buyer's handling, storage, transportation, resale or use claims and remedies of the Goods in manufacturing processesCustomer against QAS, express or in combination with other substancesimplied, arising by Law or otherwise. All , with respect to any non-conformance or defect in any work under this Agreement, supplies, Pans, spare parts, equipment, any Service (including technical adviceassistance and consulting) and all data and documentation and all other deliverables or other things provided under this Agreement including but not limited to: (i) any implied warranty of merchantability or fitness (ii) an implied warranty arising from the course of performance, recommendations and services provided by Seller are intended for use by persons having skillcourse of dealing or usage of trade (iii) any obligation, at their own riskliability, right claim or remedy in tort, whether or not arising from the negligent act or omission of QAS, and Seller assumes no responsibility(iv) any obligation, and Buyer hereby waives all claims against Sellerliability, right, claim or remedy for results obtained loss or damages incurred from the use of Seller's advice, recommendations or services. Buyer will indemnify and hold Seller harmless from and against all damages, costs and expenses resulting from special marking damage to any property of the Product or containers in accordance with Buyer's requestsCustomer, Buyer's purchase, use, marketing, manufacturing or sale of the Product or Buyer's failure to recall finished product. In the event Buyer rejects a lot pursuant to Section 9, Buyer may return to Seller, at Seller's shipping expense and riskincluding without limitation, any Product sold by Seller to Buyer which does not conform to the Specifications, for credit or replacement, at the election of Seller within sixty (60) days of receiptaircraft. Credit for properly returned items will be given when Seller receives such Product. No such return may be made unless Buyer first receives written authorization for the return from Seller and such return is made in accordance with such authorization. Shipping costs for shipment of replacement Product by Seller back to Buyer via ground transportation shall be paid by Seller. Seller The Customer agrees that QAS shall have no obligation or liability, whether arising in contract (including under any warranty), in tort (whether or not arising from the negligent act or omission of QAS), at equity or otherwise under Law, for any direct or indirect loss of use, loss of profits, loss of business, loss of opportunity to grant credit make a profit, loss of business opportunity, loss of revenue, downtime costs, loss of capital, loss of goodwill, failure to make savings or anticipated savings or for any other incidental, indirect, consequential or replace pure economic loss, damages, costs or expenses, or any Product sold hereunder which special, exemplary, punitive or similar damages with respect to any non-conformance or defect in any work under this Agreement, supplies, Parts, spare parts, equipment, any Service (including technical assistance and consulting) and all data and documentation and all other deliverables or other things provided under this Agreement QAS and Customer agree that this clause has been the subject to misuse, mishandling, neglect, accident, abuse or has been subjected to alteration or modifications unauthorized of discussion and negotiation and is fully understood by the Sellerparties and that the goods and services and other mutual agreements of the parties set forth in this Agreement were arrived at in consideration of each such provision, specifically including this clause. All limitations and exclusions of liability will operate for the benefit of the QAS and each of the QAS's related bodies corporate, subcontractors and each of the their employees, directors, officers, agents and contractors and the benefit of such limitations and exclusions of liability will be held on trust for and for the benefit of, (such that the limitations and exclusions of liability may be directly enforced by each of the QAS's related bodies corporate, subcontractors and each of the their employees, directors, officers, agents and contractors.