Common use of LIMITATION OF REMEDY AND LIABILITY Clause in Contracts

LIMITATION OF REMEDY AND LIABILITY. THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY UNDER THIS AGREEMENT SHALL BE LIMITED TO REPAIR, CORRECTION, REPLACEMENT OR REFUND UNDER THE LIMITED WARRANTY SET FORTH IN SECTION 9 ABOVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER EXCEED THE PRICE TO BUYER OF THE SPECIFIC GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. XXXXX AGREES THAT IN NO EVENT, SHALL SELLER’S LIABILITY TO BUYER EXTEND TO INCLUDE INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES BASED ON: (I) LOSS OF ANTICIPATED REVENUE OR PROFITS; (II) LOSS OF USE OR DATA; (III) DELAY IN PERFORMANCE; AND (IV) THIRD PARTY CLAIMS AGAINST SELLER RELATED TO THE GOODS SUPPLIED TO BUYER. SELLER AND BUYER AGREE THAT THE LIMITATIONS SET FORTH IN THIS PROVISION SHALL BE ENFORCED TO THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAW, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXTEND TO THE BENEFIT OF SELLER’S SUPPLIERS.

LIMITATION OF REMEDY AND LIABILITY. XXXXXXXX’X TOTAL LIABILITY UNDER THE SOLE AND EXCLUSIVE REMEDY AGREEMENT, WHETHER IN LAW, EQUITY, CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY OR OTHER OTHERWISE, SHALL NOT EXCEED THE PRICE ACTUALLY PAID BY BUYER TO GOULSTON UNDER THE AGREEMENT FOR THE PRODUCT GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL GOULSTON BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES FOR ANY BREACH REASON, INCLUDING, WITHOUT LIMITATION, LOSS OF WARRANTY UNDER THIS AGREEMENT SHALL BE LIMITED ANTICIPATED PROFITS; BUSINESS INTERRUPTION; LOSS OF USE, REVENUE, REPUTATION OR DATA; COSTS INCURRED, INCLUDING COST OF SUBSTITUTE PRODUCTS AND DOWNTIME COSTS; LOSS OR DAMAGE TO REPAIR, CORRECTION, REPLACEMENT PROPERTY OR REFUND UNDER THE LIMITED WARRANTY SET FORTH IN SECTION 9 ABOVE. IN NO EVENT, REGARDLESS EQUIPMENT; AND ENVIRONMENTAL CLEAN- UP; EVEN IF SUCH DAMAGES WERE FORESEEABLE AND EVEN IF GOULSTON WAS ADVISED OF THE FORM POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE CLAIM EXCLUSION OR CAUSE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO BUYER. THE CONDITIONS STATED ABOVE CAN ONLY BE WAIVED BY AN OFFICER OF GOULSTON IN WRITING. ANY ACTION ARISING UNDER OR RELATING TO THE AGREEMENT, (WHETHER BASED IN LAW, EQUITY, CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER EXCEED MUST BE COMMENCED WITH ONE (1) YEAR AFTER THE PRICE TO BUYER DATE OF DELIVERY OF PRODUCTS. GOULSTON HAS SET ITS PRICES AND ENTERED INTO THE SPECIFIC GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. XXXXX AGREES THAT AGREEMENT IN NO EVENT, SHALL SELLER’S LIABILITY TO BUYER EXTEND TO INCLUDE INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES BASED ON: (I) LOSS OF ANTICIPATED REVENUE OR PROFITS; (II) LOSS OF USE OR DATA; (III) DELAY IN PERFORMANCE; AND (IV) THIRD PARTY CLAIMS AGAINST SELLER RELATED TO THE GOODS SUPPLIED TO BUYER. SELLER AND BUYER AGREE THAT RELIANCE UPON THE LIMITATIONS SET FORTH IN OF LIABILITY AND OTHER TERMS AND CONDITIONS SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN BUYER AND GOULSTON AND FORM A BASIS OF THIS PROVISION SHALL BE ENFORCED TO BARGAIN BETWEEN THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAW, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXTEND TO THE BENEFIT OF SELLER’S SUPPLIERSPARTIES.

LIMITATION OF REMEDY AND LIABILITY. THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY UNDER THIS AGREEMENT SHALL BE LIMITED TO REPAIR, CORRECTION, REPLACEMENT OR REFUND UNDER THE LIMITED WARRANTY SET FORTH IN SECTION 9 ABOVE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER EXCEED THE PRICE TO BUYER OF THE SPECIFIC GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. XXXXX BUYER AGREES THAT IN NO EVENT, SHALL SELLER’S LIABILITY TO BUYER EXTEND TO INCLUDE INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES BASED ON: (I) LOSS OF ANTICIPATED REVENUE OR PROFITS; (II) LOSS OF USE OR DATA; (III) DELAY IN PERFORMANCE; AND (IV) THIRD PARTY CLAIMS AGAINST SELLER RELATED TO THE GOODS SUPPLIED TO BUYER. SELLER AND BUYER AGREE THAT THE LIMITATIONS SET FORTH IN THIS PROVISION SHALL BE ENFORCED TO THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAW, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXTEND TO THE BENEFIT OF SELLER’S SUPPLIERS.

LIMITATION OF REMEDY AND LIABILITY. THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF ANY WARRANTY UNDER THIS AGREEMENT HEREUNDER SHALL BE LIMITED TO REPAIR, CORRECTION, CORRECTION OR REPLACEMENT OR REFUND OF THE PURCHASE PRICE UNDER THE LIMITED WARRANTY SET FORTH SECTION A. ECOLOGIC SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN SECTION 9 ABOVE. PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), . SHALL SELLERECOLOGIC’S LIABILITY TO BUYER COMPANY EXCEED THE PRICE TO BUYER OF PAID BY COMPANY FOR THE SPECIFIC GOODS PRODUCTS PROVIDED BY ECOLOGIC GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. XXXXX COMPANY AGREES THAT IN NO EVENT, EVENT SHALL SELLERECOLOGIC’S LIABILITY TO BUYER COMPANY EXTEND TO INCLUDE INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES BASED ON: (I) . BUT NOT BE LIMITED TO. LOSS OF ANTICIPATED REVENUE OR PROFITS; (II) . BUSINESS INTERRUPTION, LOSS OF USE OR DATA; (III) DELAY IN PERFORMANCE; AND (IV) THIRD PARTY CLAIMS AGAINST SELLER RELATED REVENUE, COST OF CAPITAL OR LOSS OR DAMAGE TO PROPERTY OR EQUIPMENT. IT IS EXPRESSLY UNDERSTOOD THAT ANY TECHNICAL ADVICE FURNISHED BY ECOLOGIC WITH RESPECT TO THE GOODS SUPPLIED TO BUYER. SELLER AND BUYER AGREE THAT USE OF THE LIMITATIONS SET FORTH IN THIS PROVISION SHALL BE ENFORCED TO THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAWPRODUCTS IS GIVEN WITHOUT CHARGE, AND TO ECOLOGIC ASSUMES NO OBLIGATION OR LIABILITY FOR THE EXTENT PERMITTED BY APPLICABLE LAWADVICE GIVEN, EXTEND TO THE BENEFIT OF SELLER’S SUPPLIERS.OR RESULTS OBTAINED, ALL SUCH ADVICE BEING GIVEN AND ACCEPTED AT COMPANY’s RISK. Exhibit G MUTUAL CONFIDENTIALITY AGREEMENT This Agreement is made as of January 25th, 2021 (“Effective Date”), by and between Ecologic Solutions, LLC, a Delaware limited liability company (EcoLogic) with offices at 601 Oregon Street Suite A. Oshkosh. Wl 54902 and Midori-Bio Inc, a Incorporated (“COMPANY”), with principal offices at 3000 Xxxxxxxxx Xx, Xxxxxxxxxx, XX, X0X 0X0 Xxxxxx, For purposes of this Agreement COMPANY shall he deemed to include its parent company, subsidiaries and any affiliated companies, as listed on the attached Exhibit A.

LIMITATION OF REMEDY AND LIABILITY. THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF ANY WARRANTY UNDER THIS AGREEMENT HEREUNDER SHALL BE LIMITED TO REPAIR, CORRECTION, CORRECTION OR REPLACEMENT OR REFUND OF THE PURCHASE PRICE UNDER THE LIMITED WARRANTY SET FORTH SECTION A. ECOLOGIC SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN SECTION 9 ABOVE. PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), . SHALL SELLERECOLOGIC’S LIABILITY TO BUYER COMPANY EXCEED THE PRICE TO BUYER OF PAID BY COMPANY FOR THE SPECIFIC GOODS PRODUCTS PROVIDED BY ECOLOGIC GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. XXXXX COMPANY AGREES THAT IN NO EVENT, EVENT SHALL SELLERECOLOGIC’S LIABILITY TO BUYER COMPANY EXTEND TO INCLUDE INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES BASED ON: (I) . BUT NOT BE LIMITED TO. LOSS OF ANTICIPATED REVENUE OR PROFITS; (II) . BUSINESS INTERRUPTION, LOSS OF USE OR DATA; (III) DELAY IN PERFORMANCE; AND (IV) THIRD PARTY CLAIMS AGAINST SELLER RELATED REVENUE, COST OF CAPITAL OR LOSS OR DAMAGE TO PROPERTY OR EQUIPMENT. IT IS EXPRESSLY UNDERSTOOD THAT ANY TECHNICAL ADVICE FURNISHED BY ECOLOGIC WITH RESPECT TO THE GOODS SUPPLIED TO BUYER. SELLER AND BUYER AGREE THAT USE OF THE LIMITATIONS SET FORTH IN THIS PROVISION SHALL BE ENFORCED TO THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAWPRODUCTS IS GIVEN WITHOUT CHARGE, AND TO ECOLOGIC ASSUMES NO OBLIGATION OR LIABILITY FOR THE EXTENT PERMITTED BY APPLICABLE LAWADVICE GIVEN, EXTEND TO THE BENEFIT OF SELLER’S SUPPLIERS.OR RESULTS OBTAINED, ALL SUCH ADVICE BEING GIVEN AND ACCEPTED AT COMPANY’s RISK. Exhibit G MUTUAL CONFIDENTIALITY AGREEMENT This Agreement is made as of January 25th, 2021 (“Effective Date”), by and between Ecologic Solutions, LLC, a Delaware limited liability company (EcoLogic) with offices at 600 Xxxxxx Xxxxxx Xxxxx X. Xxxxxxx. Wl 54902 and Midori-Bio Inc, a Incorporated (“COMPANY”), with principal offices at 3000 Xxxxxxxxx Xx, Xxxxxxxxxx, XX, X0X 0X0 Xxxxxx, For purposes of this Agreement COMPANY shall he deemed to include its parent company, subsidiaries and any affiliated companies, as listed on the attached Exhibit A.

LIMITATION OF REMEDY AND LIABILITY. SELLER SHALL NOT BE LIABLE FOR DELAYS IN PERFORMANCE OR FOR NONPERFORMANCE DUE TO FAILURE OR INTERRUPTION OF COMPUTER OR TELECOMMUNICATION SYSTEMS, ACTS OF GOD, WAR, RIOT, FIRE, TERRORISM, LABOUR TROUBLE, UNAVAILABILITY OF MATERIALS OR COMPONENTS, EXPLOSION, ACCIDENT, COMPLIANCE WITH GOVERNMENTAL REQUESTS, LAWS, REGULATIONS, ORDERS OR ACTIONS, OR OTHER UNFORESEEN CIRCUMSTANCES OR CAUSES BEYOND SELLER'S REASONABLE CONTROL. IN THE SOLE AND EXCLUSIVE REMEDY EVENT OF SUCH DELAY, THE TIME FOR ANY BREACH OF WARRANTY UNDER THIS AGREEMENT PERFORMANCE OR DELIVERY SHALL BE LIMITED EXTENDED BY A PERIOD OF TIME REASONABLY NECESSARY TO REPAIR, CORRECTION, REPLACEMENT OR REFUND UNDER OVERCOME THE LIMITED WARRANTY EFFECT OF THE DELAY. THE REMEDIES OF BUYER SET FORTH IN SECTION 9 ABOVETHIS AGREEMENT ARE EXCLUSIVE. THE SELLER MAKES NO WARRANTY REGARDING ANY OF THE PRODUCTS SOLD OR SERVICES RENDERED BY IT, MAKES NO REPRESENTATIONS, PROVIDES NO INDEMINITIES (INTELLECTUAL PROPERTY OR OTHERWISE) AND, TO THE EXTENT PERMITTED BY LAW, DISCLAIMS ANY AND ALL OTHER CONDITIONS OR WARRANTIES OF ANY NATURE OR KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR PERFORMANCE. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS BUYERS EXCEED THE PRICE TO BUYER OF THE SPECIFIC GOODS MANUFACTURED OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. XXXXX AGREES THAT IN NO EVENTEVENT SHALL SELLER BE LIABLE FOR (A) ANY SPECIAL, SHALL SELLER’S LIABILITY TO BUYER EXTEND TO INCLUDE CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE INDIRECT DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES BASED ON: ; (IB) LOSS OF ANTICIPATED PROFITS, REVENUE OR PROFITS; (II) INCOME, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF USE USE, LOSS OF TIME, OR DATA; COSTS INCURRED INCLUDING WITHOUT LIMITATION FOR CAPITAL, FUEL AND POWER. (IIIC) ANY CLAIM AGAINST BUYER BY ANY THIRD PARTY, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, RESULTING FROM ITS PERFORMANCE, NON-PERFORMANCE OR DELAY IN PERFORMANCE; PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. ANY DOCUMENTATION, RECOMMENDATION OR ASSISTANCE PROVIDED BY SELLER CONCERNING THE PRODUCTS, THEIR USE, DESIGN, APPLICATION, OPERATION, OR OTHERWISE, IS FOR BUYER ONLY, SHALL NOT BE CONSTRUED AS REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND (IV) IS ACCEPTED BY BUYER AT ITS OWN RISK AND WITHOUT ANY OBLIGATION OR LIABILITY TO SELLER. SELLER SHALL NOT BE LIABLE FOR INFORMATION OR DOCUMENTATION PROVIDED BY BUYER OR ANY OTHER SECONDARY SOURCES AND SHALL NOT BE RESPONSIBLE FOR THE PERFORMANCE OF BUYER OR ANY THIRD PARTY CLAIMS AGAINST SELLER RELATED HEREUNDER OR OTHERWISE. IT IS THE BUYER’S SOLE RESPONSIBILITY TO DETERMINE THE GOODS SUPPLIED SUITABILITY AND/OR QUANTITY OF THE PRODUCTS OR SERVICES TO BUYERBE PROVIDED BY SELLER. SELLER AND BUYER AGREE THAT ASSUMES NO LIABILITY FOR ANY DISMANTLING, REMOVAL, INSTALLATION, RE- INSTALLATION OR LABOR COSTS, OR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE LIMITATIONS SET FORTH IN THIS PROVISION SHALL BE ENFORCED TO THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAW, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXTEND TO THE BENEFIT OF SELLER’S SUPPLIERSFOREGOING.