Limitations of Damages. Except where damages are expressly provided for under this Agreement, Buyer may claim damages for breach of contract from the other party only upon termination for default. IN NO EVENT SHALL MADERN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES , OR ANY DAMAGES FOR LOSS OF BUSINESS, PROFITS, BUSINESS INTERRUPTION, OR ANY PECUNIARY LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE OPERATION OR USE OF OR INABILITY TO OPERATE OR USE THE PRODUCTS ACQUIRED PURSUANT TO THIS AGREEMENT OR THE PROVISIONS OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, ERROR, MISTAKE OR OMISSION ON THE PART OF MADERN, ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES , AGENTS, CONTRACTORS, OR SUPPLIERS) STRICT LIABILITY OR OTHERWISE, EVEN IN THE EVENT MADERN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The limitation on liabilities in this Section is independent of and in addition to other provisions in this Agreement relating to remedies or liabilities and shall be enforceable even if such other provisions are unenforceable or fail of their essential purpose.
Limitations of Damages. (a) No Buyer Indemnified Party shall be entitled to recover from the Company any Losses pursuant to Section 8.2(a)(i) (except for Losses pursuant to indemnity claims for breaches of Section 3.11 (Taxes)) unless and until the amount of such Losses theretofore incurred by Buyer Indemnified Parties exceeds $2,000,000 (the “Losses Threshold”), and then only for such Losses in excess of the Losses Threshold. Except for Losses of Buyer Indemnified Parties pursuant to indemnity claims for breaches of Section 3.11 (Taxes), the maximum aggregate liability obligation of the Company to Buyer Indemnified Parties (including liabilities of the Company for cost, expenses and attorneys’ fees paid or incurred in connection therewith or in connection with the curing of any and all breaches of the Company’s representations, warranties, covenants and agreements) collectively pursuant to Section 8.2(a) shall not exceed seventeen and one-half percent (17.5%) of the Purchase Price.
(b) Notwithstanding anything to the contrary set forth herein, no limitation or condition of liability or indemnity applicable to the parties shall apply to any breach of a representation or warranty if such representation or warranty was made with actual knowledge by a party that it (i) intentionally contained an untrue statement of a material fact or (ii) intentionally omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Losses incurred arising out of or relating to any breach of a representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to “Material Adverse Effect” or other materiality qualifications (or correlative terms), including as expressed in accounting concepts such as GAAP, shall be disregarded.
(c) The amount of any Losses for which indemnification is provided under this Article VIII shall be net of (i) any amounts actually recovered by Indemnified Parties pursuant to any indemnification by or indemnification agreement with any third party (net of any costs incurred to obtain such recovered amounts), and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Losses (net of any costs incurred to obtain such proceeds or reimbursement and all deductions and adjustments to premiums; and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each ...
Limitations of Damages. SJCOE/CodeStack shall not be held liable for any indirect, incidental, special or consequential damages or loss of revenue or profits arising under or with respect to this Agreement, even if SJCOE/CodeStack has been advised of the possibility of such damages.
Limitations of Damages. In no event shall Lenders ever be liable to Borrowers for (i) special, consequential, incidental, or other such damages arising from or related to the Term Loans or any of the Loan Documents, or (ii) punitive, exemplary, or other such damages arising from or related to the Term Loans or any ofthe Loan Documents.
Limitations of Damages. Notwithstanding anything to the contrary contained in this Agreement, neither party shall be liable to the other party or its Affiliates (except with respect to either party’s breach of its obligations of Article 10, or indemnification obligations of Section 11.2 or 11.3 with respect to third party claims) for any indirect, special, incidental (including, without limitation, lost profits) or punitive damages of the other party or its Affiliates from any breach or default of a party’s obligations hereunder or the breach of any representation or warranty made hereunder. Except with respect to either party’s breach of its obligations of Article 10, or indemnification obligations of Section 11.2 or 11.3 with respect to third party claims, the collective liability of either party to the other under this Agreement shall be limited on an aggregate basis (not per claim or occurrence) to [*], except that with respect to damages or liabilities [*]. Upon payment(s) by the they indemnifying party to the indemnified party Supplier and/or Supplier Indemnitees to the SI-BONE and/or SI-BONE Indemnitees, or payment(s) by SI-BONE and/or the SI-BONE Indemnitees to Supplier and/or the Supplier Indemnitees, the party having made such payments shall be relieved and discharged from any further liability to the other party and/or its Indemnitees under this Agreement, or otherwise for contribution or to defend, indemnify, and/or hold harmless the other party and/or its Indemnitees .
Limitations of Damages. 17.11.1 You, on your own behalf and on behalf of, as applicable, your officers, directors, managers, employees, heirs, administrators, insurers, executors, agents and representatives and their respective successors and assigns hereby agree that you shall have no recourse of any kind against us and the Entities and our and their respective officers, directors, employees, managers, agents, insurers, representatives and their respective successors and assigns for failure to activate the Hotel in our System unless you have strictly, absolutely, and timely complied with each and every requirement imposed upon you by us, to include but not limited to those contained in this Agreement to our satisfaction. You agree that your sole remedy shall be limited to actual damages, which shall in no event exceed the Entrance Fees paid by you in connection with the submission of the application and this Agreement.
17.11.2 You agree that if information related to the Hotel is omitted from the System or a material error occurs in any Hotel listing on the System through our fault, your sole remedy shall be the refund, without interest, of the Annual Dues you paid for that single fiscal year during which such omission or error occurred. We shall have no other liability in connection with or related to our providing reservation services or listings.
17.11.3 You agree that you shall be limited to recovery of actual damages for any breach or default by us of any obligation or duty owed to you, and you further agree that our liability for any damages shall be limited to the amount of Monthly Fees actually paid by you in connection with the Hotel and this Agreement during the single fiscal year in which the breach or default occurred.
Limitations of Damages. IN NO EVENT SHALL MEDIZONE OR Distributor BE LIABLE FOR, AND EACH PARTY COVENANTS NOT TO BRING ANY CLAIM FOR, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING EXEMPLARY OR PUNITIVE DAMAGES), WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THE PARTY WAS SPECIFICALLY ADVISED CONCERNING THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS OR TO A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS OR INTENTIONAL MISCONDUCT.
Limitations of Damages. The Parties will not be liable to each other for any indirect, incidental consequential, reliance or special damages (including, without limitation, damages for harm to business, lost revenues, lost savings or lost profits suffered by such other parties), regardless of the form of action, whether in contract, warranty, strict liability, or tort, including without limitation negligence of any kind whether active or passive, and regardless of whether the Parties knew of the possibility that such damages could result. The Parties hereby release each other and their respective Affiliates, officers, directors, employees, and agents from any such Claim. Nothing contained in this section will limit one Party’s liability to another Party for (i) willful or intentional misconduct (including gross negligence) or (ii) bodily injury, death, or damage to tangible real or tangible personal property proximately caused by a Party’s negligent act or omission or that of their respective agents, subcontractors or employees, nor will anything contained in this section limit the Parties’ indemnification obligations under this Agreement.
Limitations of Damages. The Party who is subject to breach of the Agreement shall be under a duly to take all necessary measures to mitigate the loss which has occurred provided that it can do so without unreasonable inconvenience or cost. Should it fail to do so, the Party guilty of breach tray claim a reduction in damages. In no case shall either Party be liable to the other for losses in profit and other consequential losses, provided that the foregoing (a) shall not apply in case of willful or grossly negligent breach by a Party, and (b) shall BE without prejudice to the provisions of Articles 19 through 22.
Limitations of Damages. The parties to this Agreement expressly agree that in the event of termination or breach of this Agreement, neither party shall be liable to the other for any lost revenue, lost profits or other consequential damages allegedly resulting from such termination or breach, including, but not limited to, any expenditures, investments, leases or commitments made in anticipation of the continuance of this Agreement, regardless of whether such alleged lost revenue, lost profits or other consequential damages are foreseeable.
