Common use of Limitation on Consultant's Liability to Alltrista Clause in Contracts

Limitation on Consultant's Liability to Alltrista. a. In no event shall Consultant be liable to Alltrista for lost profits of Alltrista, or special, incidental or consequential damages (even if Consultant has been advised of the possibility of such damages) except with respect to fraud by Consultant, intentional misrepresentation by Consultant or violation of any confidentiality provision herein contained by Consultant. b. Consultant's total liability under this Agreement for damages, costs and expenses, regardless of cause (other than with respect to fraud by Consultant, intentional misrepresentation by Consultant, or violation of any confidentiality provision herein contained by Consultant), shall not exceed the total amount of fees paid to Consultant by Alltrista under this Agreement. c. Consultant shall not be liable for any claim or demand made against Alltrista by any third party other than with respect to fraud by Consultant, intentional misrepresentation by Consultant, or a violation of a confidentiality agreement by Consultant. d. Alltrista shall indemnify Consultant and its owners, employees, managers and governors against all claims, liabilities and costs, including reasonable attorney fees incurred in defending any third party claim or suit arising out of or in connection with this Agreement or in connection with any acquisition. Consultant shall promptly notify Alltrista in writing of such claim or suit and Alltrista shall have the right to fully control the defense and any settlement of the claim or suit; provided, however, that any settlement which would require any action or payment by Consultant shall be subject to the written approval of Consultant.

Limitation on Consultant's Liability to Alltrista. a. In no event shall Consultant be liable to Alltrista for lost profits of Alltrista, or special, incidental or consequential damages (even if Consultant has been advised of the possibility of such damages) except with respect to fraud by Consultant, intentional misrepresentation by Consultant or violation of any confidentiality provision herein contained by Consultant. b. Consultant's total liability under this Agreement for damages, costs and expenses, regardless of cause (other than with respect to fraud by ConsultantConsultant , intentional misrepresentation by Consultant, or violation of any confidentiality provision herein contained by Consultant), shall not exceed the total amount of fees paid to Consultant by Alltrista under this Agreement. c. Consultant shall not be liable for any claim or demand made against Alltrista by any third party other than with respect to fraud by Consultant, intentional misrepresentation by Consultant, or a violation of a confidentiality agreement by Consultant. d. Alltrista shall indemnify Consultant and its owners, employees, managers and governors against all claims, liabilities and costs, including reasonable attorney fees incurred in defending any third party claim or suit arising out of or in connection with this Agreement or in connection with any acquisition. Consultant shall promptly notify Alltrista in writing of such claim or suit and Alltrista shall have the right to fully control the defense and any settlement of the claim or suit; provided, however, that any settlement which would require any action or payment by Consultant, or would require Consultant to undertake certain actions or to refrain from acting, shall be subject to the written approval of Consultant.