Common use of Limitation of Remedies Clause in Contracts

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION 6.2, Article X OR SECTION 11.2), IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION 4.4 OR SECTION 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION 4.4 OR SECTION 7.3 AND NOTHING IN SECTION 6.2, Article X OR SECTION 11.2 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE XVIII IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE XIV, SECTION 4.4.1, AND SECTION 4.4.2.

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS THEIR RESPECTIVE AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE NATURE, INCLUDING THE FOLLOWING: LOSS OF REVENUE OR PROFIT FROM THE WHOLESALE SALE OF POWER; ADVERSE RATE IMPACTS ON RETAIL OR WHOLESALE CUSTOMERS OF EITHER PARTY OR THEIR RESPECTIVE AFFILIATES; LOSS OF A TAX BENEFIT OR TAX CREDIT; LOSS OF USE DAMAGES (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4, Section 4.3.1 OR Section 7.4 OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY PURCHASER AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION Section 6.2, Article X 10, Section 11.2 OR SECTION 11.2Article 12); COST OF REPLACEMENT POWER; COST OF REPLACEMENT TRANSMISSION SERVICE (EXCEPT AS EXPRESSLY CONTEMPLATED IN Section 4.3.1 OR Section 7.4); OR CLAIMS OF CUSTOMERS FOR LOSS OF POWER OR PRODUCTION, IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION 4.4 Section 4.3.1 OR SECTION 7.3 Section 7.4 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION 4.4 Section 4.3.1 OR SECTION 7.3 Section 7.4 AND NOTHING IN SECTION Section 6.2, Article X 10, Section 11.2 OR SECTION 11.2 Article 12 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE XVIII Article 19 IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE XIV, SECTION 4.4.1, AND SECTION 4.4.2Article 15.

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS THEIR RESPECTIVE AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE NATURE, INCLUDING THE FOLLOWING: LOSS OF REVENUE OR PROFIT FROM THE WHOLESALE SALE OF POWER; ADVERSE RATE IMPACTS ON RETAIL OR WHOLESALE CUSTOMERS OF EITHER PARTY OR THEIR RESPECTIVE AFFILIATES; LOSS OF A TAX BENEFIT OR TAX CREDIT; LOSS OF USE DAMAGES (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4, Section 4.3.1 OR Section 7.4 OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY PURCHASER AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION Section 6.2, Article X 10, Section 11.2 OR SECTION 11.2Article 12); COST OF REPLACEMENT POWER; COST OF REPLACEMENT TRANSMISSION SERVICE (EXCEPT AS EXPRESSLY CONTEMPLATED IN Section 4.3.1 OR Section 7.4); OR CLAIMS OF CUSTOMERS FOR LOSS OF POWER OR PRODUCTION, IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION 4.4 Section 4.3.1 OR SECTION 7.3 Section 7.4 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION 4.4 Section 4.3.1 OR SECTION 7.3 Section 7.4 AND NOTHING IN SECTION Section 6.2, Article X 10, Section 11.2 OR SECTION 11.2 Article 12 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE XVIII Article 19 IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE XIV, SECTION 4.4.1, AND SECTION 4.4.2.Article 15. 1014917.31-D.C. Server 1A - MSW EXECUTION COPY

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4Section 4.4 OR Section 7.3, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY PURCHASER AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION Section 6.2, Article X OR SECTION Section 11.2), IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). 52 FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION Section 4.4 OR SECTION Section 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION Section 4.4 OR SECTION Section 7.3 AND NOTHING IN SECTION Section 6.2, Article X OR SECTION Section 11.2 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE Article XVIII IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE Article XIV, SECTION 4.4.1Section 4.4.1 AND Section 4.4.2. OWNER ACKNOWLEDGES THAT (A) PURCHASER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER TRANSMISSION DEVELOPERS IN RESPONSE TO THE RFP (“ADDITIONAL BIDS”), EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) PURCHASER SHALL NOT BE LIABLE TO OWNER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE, ARISING FROM OR RELATING TO ANY ADDITIONAL BIDS (INCLUDING IF ANY ADDITIONAL BIDS ARE SELECTED PURSUANT TO THE RFP), AND SECTION 4.4.2.WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). OWNER ACKNOWLEDGES AND AGREES THAT AS PART OF PURCHASER’S PARTICIPATION IN ADDITIONAL BIDS, PURCHASER SHALL EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO ADDITIONAL BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON PURCHASER. PURCHASER ACKNOWLEDGES THAT (A) OWNER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER GENERATION DEVELOPERS IN RESPONSE TO THE RFP, EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) OWNER SHALL NOT BE LIABLE TO PURCHASER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE ARISING FROM OR RELATING TO ANY SUCH OTHER BIDS (INCLUDING IF ANY SUCH OTHER BID IS SELECTED PURSUANT TO THE RFP) AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). PURCHASER ACKNOWLEDGES AND AGREES THAT AS PART OF OWNER’S PARTICIPATION IN OTHER BIDS, OWNER MAY EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO OTHER BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON OWNER. Article XIX

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING THE PARENT, THE COMPANY AND EACH HOLDER OF SECURITIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES LITIGATION OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED CLAIM WHICH IS BASED HEREON, OR ARISES OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING IN SECTION 4.4THE NOTES, THE WARRANTS, THE REGISTRATION RIGHTS AGREEMENT OR THE PARTICIPATION RIGHTS AGREEMENT, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY AS A RESULT TRANSACTIONS RELATING HERETO OR THERETO, OR ANY COURSE OF A BREACH BY OWNER CONDUCT, COURSE OF ITS OBLIGATIONS UNDER SECTION 6.2DEALING, Article X STATEMENTS (WHETHER ORAL OR SECTION 11.2WRITTEN), IN OR ACTIONS OF THE PARENT, THE COMPANY OR SUCH HOLDERS. THE PARENT AND THE COMPANY EACH CASE, ARISING OUT OF ACKNOWLEDGES THAT THIS DAL02:222894.12 002328 57 PROVISION IS A MATERIAL INDUCEMENT FOR THE EXISTING HOLDER TO ENTER INTO THIS AGREEMENT. ANY LEGAL ACTION OR RELATING PROCEEDING WITH RESPECT TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT THE NOTES, THE WARRANTS, THE REGISTRATION RIGHTS AGREEMENT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITYTHE PARTICIPATION RIGHTS AGREEMENT, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL TRANSACTIONS RELATING HERETO OR EQUITABLE THEORYTHERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN). , OR ACTIONS OF THE PARENT, THE COMPANY OR THE HOLDERS OF SECURITIES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE AVOIDANCE SOUTHERN DISTRICT OF DOUBTNEW YORK, AND THE COMPANY AND THE PARENT EACH HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE PARTIES ACKNOWLEDGE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND AGREE THAT SECTION 4.4 OR SECTION 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR PARENT EACH HEREBY IRREVOCABLY WAIVES ANY LOSS OF USE CONTEMPLATED BY SECTION 4.4 OR SECTION 7.3 AND NOTHING IN SECTION 6.2OBJECTIONS, Article X OR SECTION 11.2 SHALL SUPERSEDEINCLUDING, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE XVIII IS IN ADDITION WITHOUT LIMITATION, ANY OBJECTION TO THE SPECIFIC LIMITATIONS LAYING OF VENUE OR BASED ON REMEDIES REFERENCED THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN ARTICLE XIV, SECTION 4.4.1, AND SECTION 4.4.2SUCH RESPECTIVE JURISDICTIONS.

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4Section 4.4 OR Section 7.3, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY PURCHASER AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION Section 6.2, Article X OR SECTION Section 11.2), IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION Section 4.4 OR SECTION Section 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION Section 4.4 OR SECTION Section 7.3 AND NOTHING IN SECTION Section 6.2, Article X OR SECTION Section 11.2 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE Article XVIII IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE Article XIV, SECTION 4.4.1Section 4.4.1 AND Section 4.4.2. OWNER ACKNOWLEDGES THAT (A) PURCHASER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER TRANSMISSION DEVELOPERS IN RESPONSE TO THE RFP (“ADDITIONAL BIDS”), EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) PURCHASER SHALL NOT BE LIABLE TO OWNER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE, ARISING FROM OR RELATING TO ANY ADDITIONAL BIDS (INCLUDING IF ANY ADDITIONAL BIDS ARE SELECTED PURSUANT TO THE RFP), AND SECTION 4.4.2WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). OWNER ACKNOWLEDGES AND AGREES THAT AS PART OF PURCHASER’S PARTICIPATION IN ADDITIONAL BIDS, PURCHASER SHALL EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO ADDITIONAL BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON PURCHASER. PURCHASER ACKNOWLEDGES THAT (A) OWNER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER GENERATION DEVELOPERS IN RESPONSE TO THE RFP, EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) OWNER SHALL NOT BE LIABLE TO PURCHASER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE ARISING FROM OR RELATING TO ANY SUCH OTHER BIDS (INCLUDING IF ANY SUCH OTHER BID IS SELECTED PURSUANT TO THE RFP) AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). PURCHASER ACKNOWLEDGES AND AGREES THAT AS PART OF OWNER’S PARTICIPATION IN OTHER BIDS, OWNER MAY EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO OTHER BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON OWNER.

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION 6.2, Article X OR SECTION 11.2), IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION 4.4 OR SECTION 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION 4.4 OR SECTION 7.3 AND NOTHING IN SECTION 6.2, Article X OR SECTION 11.2 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE XVIII IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE XIV, SECTION 4.4.1, AND SECTION 4.4.2.. Article XIX

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4Section 4.4 OR Section 7.3, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY PURCHASER AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION Section 6.2, Article X OR SECTION Section 11.2), IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION Section 4.4 OR SECTION Section 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION Section 4.4 OR SECTION Section 7.3 AND NOTHING IN SECTION Section 6.2, Article X OR SECTION Section 11.2 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE Article XVIII IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE Article XIV, SECTION 4.4.1Section 4.4.1 AND Section 4.4.2. OWNER ACKNOWLEDGES THAT (A) PURCHASER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER TRANSMISSION DEVELOPERS IN RESPONSE TO THE RFP (“ADDITIONAL BIDS”), EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) PURCHASER SHALL NOT BE LIABLE TO OWNER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE, ARISING FROM OR RELATING TO ANY ADDITIONAL BIDS (INCLUDING IF ANY ADDITIONAL BIDS ARE SELECTED PURSUANT TO THE RFP), AND SECTION 4.4.2WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). OWNER ACKNOWLEDGES AND AGREES THAT AS PART OF PURCHASER’S PARTICIPATION IN ADDITIONAL BIDS, PURCHASER SHALL EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO ADDITIONAL BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON PURCHASER. 62 PURCHASER ACKNOWLEDGES THAT (A) OWNER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER GENERATION DEVELOPERS IN RESPONSE TO THE RFP, EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) OWNER SHALL NOT BE LIABLE TO PURCHASER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE ARISING FROM OR RELATING TO ANY SUCH OTHER BIDS (INCLUDING IF ANY SUCH OTHER BID IS SELECTED PURSUANT TO THE RFP) AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). PURCHASER ACKNOWLEDGES AND AGREES THAT AS PART OF OWNER’S PARTICIPATION IN OTHER BIDS, OWNER MAY EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO OTHER BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON OWNER.

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION 6.2, Article X OR SECTION 11.2), IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION 4.4 OR SECTION 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION 4.4 OR SECTION 7.3 AND NOTHING IN SECTION 6.2, Article X OR SECTION 11.2 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE XVIII IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE XIV, SECTION 4.4.1, AND SECTION 4.4.2.

Limitation of Remedies. ‌ NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY NOR ANY OF ITS AGENTS, SUBCONTRACTORS, REPRESENTATIVES OR AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE (EXCEPT AS EXPRESSLY CONTEMPLATED IN THIS AGREEMENT, INCLUDING IN SECTION 4.4Section 4.4 OR Section 7.3, OR FOR ANY DIRECT DAMAGES SUFFERED BY DISTRIBUTION COMPANY PURCHASER AS A RESULT OF A BREACH BY OWNER OF ITS OBLIGATIONS UNDER SECTION Section 6.2, Article X OR SECTION Section 11.2), IN EACH CASE, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF THIS AGREEMENT, AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). FOR THE AVOIDANCE OF DOUBT, THE PARTIES ACKNOWLEDGE AND AGREE THAT SECTION Section 4.4 OR SECTION Section 7.3 PROVIDE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY LOSS OF USE CONTEMPLATED BY SECTION Section 4.4 OR SECTION Section 7.3 AND NOTHING IN SECTION Section 6.2, Article X OR SECTION Section 11.2 SHALL SUPERSEDE, SUPPLEMENT OR AMEND SUCH SOLE AND EXCLUSIVE REMEDIES. THIS ARTICLE Article XVIII IS IN ADDITION TO THE SPECIFIC LIMITATIONS ON REMEDIES REFERENCED IN ARTICLE Article XIV, SECTION 4.4.1Section 4.4.1 AND Section 4.4.2. OWNER ACKNOWLEDGES THAT (A) PURCHASER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER TRANSMISSION DEVELOPERS IN RESPONSE TO THE RFP (“ADDITIONAL BIDS”), EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) PURCHASER SHALL NOT BE LIABLE TO OWNER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE, ARISING FROM OR RELATING TO ANY ADDITIONAL BIDS (INCLUDING IF ANY ADDITIONAL BIDS ARE SELECTED PURSUANT TO THE RFP), AND SECTION 4.4.2WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). OWNER ACKNOWLEDGES AND AGREES THAT AS PART OF PURCHASER’S PARTICIPATION IN ADDITIONAL BIDS, PURCHASER SHALL EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO ADDITIONAL BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON PURCHASER. 60 PURCHASER ACKNOWLEDGES THAT (A) OWNER (OR ITS AFFILIATES) MAY BE A PROPONENT OF OR PARTICIPATE IN OTHER BIDS WITH OTHER GENERATION DEVELOPERS IN RESPONSE TO THE RFP, EITHER ON ITS OWN OR WITH ONE OR MORE THIRD PARTIES AND (B) OWNER SHALL NOT BE LIABLE TO PURCHASER FOR ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, MULTIPLE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY NATURE, INCLUDING LOST PROFITS, IN EACH CASE ARISING FROM OR RELATING TO ANY SUCH OTHER BIDS (INCLUDING IF ANY SUCH OTHER BID IS SELECTED PURSUANT TO THE RFP) AND WHETHER SUCH LIABILITY IS CLAIMED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY, WARRANTY, FAILURE OF GOOD UTILITY PRACTICE OR ANY OTHER LEGAL OR EQUITABLE THEORY). PURCHASER ACKNOWLEDGES AND AGREES THAT AS PART OF OWNER’S PARTICIPATION IN OTHER BIDS, OWNER MAY EMPLOY MATERIALLY SIMILAR LANGUAGE IN DOCUMENTS PREPARED PURSUANT TO OTHER BIDS, FOR WHICH NO LIABILITY OR OBLIGATION OF ANY KIND, INCLUDING FOR COMPENSATION, SHALL BE IMPOSED UPON OWNER.