Common use of Limitation on Damages and Liability Clause in Contracts

Limitation on Damages and Liability. EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY A PARTY, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE SUBLICENSEES OR (b) WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 OR SECTION 12.2, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY LICENSED PRODUCT OR OPTIONED PRODUCT UNDER THIS AGREEMENT, (y) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, OR REGULATORY DOCUMENTATION OF EITHER PARTY OR (z) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE [*] OR WILLFUL INTENTIONAL MISCONDUCT BY A PARTY, ANY OF PARTY OR ITS AFFILIATES OR ANY OF ITS SUBLICENSEES (OR THEIR RESPECTIVE SUBLICENSEES OR (b) WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 OR SECTION 12.2SALIX, ITS DISTRIBUTORS), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR FOR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (xA) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY THE LICENSED PRODUCT OR OPTIONED PRODUCT UNDER THIS AGREEMENT, (yB) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, HOW OR REGULATORY DOCUMENTATION OF EITHER PARTY LICENSED HEREUNDER OR (zC) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.

Limitation on Damages and Liability. 6.4.1 EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY A PARTYPARTY OR ITS AFFILIATES, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSEES, SUBLICENSEES OR (b) DISTRIBUTORS, OR THE KNOWING AND MATERIAL BREACH OR ABANDONMENT BY A PARTY OF THIS AGREEMENT, AND WITHOUT LIMITING SELLER’S RIGHTS UNDER SECTIONS 6.1 AND 6.2 WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 OR SECTION 12.2CLAIMS, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY LICENSED PRODUCT OR OPTIONED PRODUCT UNDER THIS AGREEMENT, (y) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, OR REGULATORY DOCUMENTATION OF EITHER PARTY OR (z) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT. 6.4.2 EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR THE KNOWING AND MATERIAL BREACH OR ABANDONMENT OF THIS AGREEMENT, SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY CLAIM FOR DAMAGES (WHETHER GROUNDED IN CONTRACT, TORT OR OTHERWISE) IN AN AGGREGATE AMOUNT GREATER THAN THE PRODUCT PRICE FOR THE PRODUCT RECEIVED BY SELLER UNDER THIS AGREEMENT (AND FOR CLARITY, EXCLUDING ANY AMOUNTS PAYABLE BY BUYER TO SELLER UNDER THE ASSET PURCHASE AGREEMENT).

Limitation on Damages and Liability. OTHER THAN WITH RESPECT TO CLAIMS UNDER SECTIONS 10. AND 10.2, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT (a) IN CIRCUMSTANCES WITH RESPECT TO A CLAIM ARISING OUT OF FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY A PARTY, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE SUBLICENSEES OR (b) WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 OR SECTION 12.2MISCONDUCT, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL INCIDENTAL, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY LICENSED PRODUCT OR OPTIONED PRODUCT UNDER WITH RESPECT TO THIS AGREEMENT, (y) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, OR REGULATORY DOCUMENTATION OF EITHER EVEN IF THAT PARTY OR (z) ANY BREACH OF OR FAILURE TO PERFORM ANY HAS BEEN PLACED ON NOTICE OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENTSUCH DAMAGES. FOR CLARITY, THE FOREGOING SHALL NOT LIMIT EITHER PARTY’S RIGHTS OR OBLIGATIONS UNDER SECTION 10.1 OR 10.2 WITH RESPECT TO THIRD PARTY CLAIMS AND LOSSES.

Limitation on Damages and Liability. EXCEPT (a) GERDAU ACKNOWLEDGES THAT RSWA IS NOT A MANUFACTURER, THE AGENT OF A MANUFACTURER OR ENGAGED IN CIRCUMSTANCES THE SALE OR DISTRIBUTION OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY A PARTYTHE EQUIPMENT AND HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, PERFORMANCE, COMPLIANCE WITH SPECIFICATIONS, CONDITION, FITNESS OR SUITABILITY OF ITS AFFILIATES ANY OF THE EQUIPMENT FOR THE PURPOSES OF GERDAU OR MAKE ANY OTHER REPRESENTATION WITH RESPECT THERETO. GERDAU ACCEPTS THE EQUIPMENT “AS IS, WHERE IS”. RSWA SHALL NOT BE LIABLE TO GERDAU FOR ANY LOSS, CLAIM, LIABILITY, COST, DAMAGE OR EXPENSE OF ANY KIND CAUSED, OR ALLEGED TO BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY EQUIPMENT, OR BY AN INADEQUACY THEREOF FOR ANY PURPOSE, OR BY ANY DEFECT THEREIN, OR THE USE OR MAINTENANCE THEREOF, OR ANY REPAIRS, SERVICING OR ADJUSTMENTS THEREOF, OR ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE SAME, OR ANY INTERRUPTION OR LOSS OF ITS SERVICE OR THEIR RESPECTIVE SUBLICENSEES USE THEREOF, OR (b) WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 ANY LOSS OF BUSINESS, LOSS OF PROFITS, OR SECTION 12.2, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY LICENSED PRODUCT OR OPTIONED PRODUCT UNDER THIS AGREEMENT, (y) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, OR REGULATORY DOCUMENTATION OF EITHER PARTY OR (z) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR WILLFUL AND INTENTIONAL MISCONDUCT BY A PARTY, ANY OF PARTY OR ITS AFFILIATES (OR ANY OF WITH RESPECT TO LICENSEE, ITS OR THEIR RESPECTIVE SUBLICENSEES OR (b) DISTRIBUTORS, OR WITH RESPECT TO CANBAS, THE CANBAS DISTRIBUTORS OR CANBAS LICENSEES), OR WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 13.1 OR SECTION 12.213.2, NEITHER NO PARTY NOR OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE UNDER THIS AGREEMENT FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITSPROFITS OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING WITH RESPECT TO ANY LIABILITY ARISING OUT OF (xa) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY THE LICENSED PRODUCT OR OPTIONED PRODUCT LICENSED COMPOUND UNDER THIS AGREEMENT, (yb) THE USE PRACTICE OF OR REFERENCE TO THE ALLERGAN CANBAS PATENTS, ALLERGAN CANBAS KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW(c) REFERENCE TO THE REGULATORY DOCUMENTATION OR THE DRUG MASTER FILE, OR REGULATORY DOCUMENTATION OF EITHER PARTY OR (zd) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR WILLFUL INTENTIONAL MISCONDUCT BY A PARTYPARTY (OR IN THE CASE OF LICENSEE, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE SUBLICENSEES OR (bDISTRIBUTORS) OR ITS AFFILIATES, OR WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 9.1 OR SECTION 12.29.2, OR WITH RESPECT TO A BREACH OF ARTICLE 7, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR THE OTHER ALLERGAN INDEMNITEES OR OTHER LICENSEE INDEMNITEES, AS APPLICABLE, FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING AS A RESULT OF (xa) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY THE LICENSED PRODUCT OR OPTIONED PRODUCT PRODUCTS UNDER THIS AGREEMENT, (yb) THE USE OF OR REFERENCE TO THE ALLERGAN LICENSED PATENTS, ALLERGAN KNOW-HOW, NEXMED JOINT PATENTS, NEXMED LICENSED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, HOW OR REGULATORY DOCUMENTATION OF EITHER PARTY OR (zc) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE [*] OR WILLFUL INTENTIONAL MISCONDUCT BY A PARTY, ANY OF PARTY OR ITS AFFILIATES OR ANY OF ITS SUBLICENSEES (OR THEIR RESPECTIVE SUBLICENSEES OR (b) WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 OR SECTION 12.2SALIX, ITS DISTRIBUTORS), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR FOR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (xA) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY THE LICENSED PRODUCT OR OPTIONED PRODUCT UNDER THIS AGREEMENT, (yB) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, HOW OR REGULATORY DOCUMENTATION OF EITHER PARTY LICENSED HEREUNDER OR (zC) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT.; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2,

Limitation on Damages and Liability. EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE [*] OR WILLFUL INTENTIONAL MISCONDUCT BY A PARTY, ANY OF PARTY OR ITS AFFILIATES OR ANY OF ITS SUBLICENSEES (OR THEIR RESPECTIVE SUBLICENSEES OR (b) WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 12.1 OR SECTION 12.2SALIX, ITS DISTRIBUTORS), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS INTERRUPTION OR FOR LOST PROFITS, MILESTONES OR ROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (xA) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY THE LICENSED PRODUCT OR OPTIONED PRODUCT UNDER THIS AGREEMENT, (yB) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, HOW OR REGULATORY DOCUMENTATION OF EITHER PARTY LICENSED HEREUNDER OR (zC) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS EXCLUSION IS NOT INTENDED TO EXCLUDE DAMAGES OWED PURSUANT TO ARTICLE 10 OR TO THIRD PARTIES PURSUANT TO SECTION 12.1 OR 12.2, REGARDLESS OF TYPE.