Limits on Liability. EXCEPT FOR THE INDEMNIFICATION PROVISIONS HEREIN THIS AGREEMENT, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EXCEPT FOR ANY WILLFUL UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION OR LICENSEE’S WILLFUL BREACH. EXCEPT FOR THE INDEMNIFICATION PROVISIONS HEREIN, LICENSOR’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR INDEMNITY) IS LIMITED TO THE AGGREGATE OF FEES PAID BY LICENSEE TO LICENSOR. UNDER NO CIRCUMSTANCES WILL LICENSOR (OR ITS AGENTS) HAVE LIABILITY RELATING TO PRODUCT USED OR DISTRIBUTED BY LICENSOR OR BY THIRD PARTIES.
Limits on Liability. No Buyer Indemnified Party shall seek reimbursement or indemnification from Sellers for Losses under Section 10.1(a) until the Buyer Indemnified Parties, as a group, have suffered among them aggregate Losses under Section 10.1(a) in excess of $159,000 (the “Basket”), in which event the Buyer Indemnified Parties, as a group, may seek reimbursement or indemnification from Sellers severally (and not jointly) solely for the amount of such Losses in excess of the Basket, with each Seller obligated for an amount equal to the amount of such Losses in excess of the Basket multiplied by such Seller’s Seller Pro Rata Percentage set forth on Schedule I. No Seller shall have any obligation under Section 10.1(a) to pay by way of indemnification any amounts exceeding twenty percent (20%) of the portion of the Purchase Price actually paid to such Seller (the “Cap”). Notwithstanding the foregoing, the Basket and Cap shall not apply to: (i) Losses resulting from breaches of, or any inaccuracies in, the representations and warranties contained in Section 4.1 (Organization of the Company), Section 4.2 (Capital Stock), Section 4.3 (Authorization), Section 4.4 (Subsidiaries), Section 4.13 (No Brokers), Section 4.14 (Intellectual Property and Technology), Section 4.15 (Taxes), Section 4.18 (Receivables) and Section 4.20(c), (d) and (f) (Labor Matters); (ii) Losses described in Section 11.2(a); (iii) Losses resulting from the failure to perform or comply with the obligations and covenants of a Seller or the Company in this Agreement; (iv) any Losses resulting from the Unpaid Company Transaction Expenses; or (v) any Losses resulting from fraud or intentional misrepresentation. Notwithstanding anything to the contrary in this Agreement, (A) except for fraud, intentional misrepresentation or willful breach, and subject to the limitations set forth herein, the aggregate liability of any Seller for Losses shall be equal to the aggregate amount of all payments actually received by such Seller pursuant to Article 2 hereof and (B) no Seller shall be liable for the willful or intentional breach of another Seller, or for any act of fraud committed by another Seller.
Limits on Liability. The cumulative aggregate liability of the Agent to any Fund or Series, or all the Funds and Series in the aggregate, on the one hand, and all the Funds and all the Series to the Agent, on the other hand, with respect to, arising from or arising in connection with this Agreement, the Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by all the Funds and all the Series to the Agent as Fees, but not including Expenses, during the twelve (12) months immediately preceding the event giving rise to the liability. The preceding limitations do not apply with respect to any liability of the Agent or the Funds with respect to, arising from or arising in connection with the intentional breach by the Agent or the Funds, as the case may be, of the requirements set forth in Section 15 hereof, committed (1) with the actual knowledge that the action or omission at issue is a breach of the Party’s obligations under this Agreement or (2) for the purpose of harming the other party or its customers or shareholders, or any liability of a Fund or Series with respect to (i) the payment of Fees or Expenses, or both, and (ii) the funding or payment of any amounts due in the ordinary course of the business of such Fund or Series, such as, by way of example and not limitation, the provision of sufficient funds to pay all outstanding debts, wire transfers, ACH transactions, drafts, checks or any other obligations of such of such Fund or Series incurred by the Agent on behalf of such Fund or Series in the course of providing Services to such Fund or Series. In addition, the foregoing cap on damage amounts shall not apply to any liability of the Funds to indemnify the Agent as set forth in Section 14.2 for Losses for which the Agent is held liable or for which the Agent must pay to a third party, including but not limited to a shareholder of any Fund.
Limits on Liability. (a) Subject to the exclusions set forth in Section 9.3, in no circumstances shall (i) a Party be liable to the other Parties or its Affiliates, whether arising in tort (including, without limitation, negligence), contract or otherwise, for any indirect, special, consequential, incidental or punitive damages, whether in contract, warranty, tort, negligence, strict liability or otherwise arising out of or relating to this Agreement, the transactions contemplated therein or any breach thereof (whether or not reasonably foreseeable and even if the first Party had been advised of the possibility of another Party incurring such loss or type of loss), and (ii) in the case of Pfizer and its Affiliates, in no event shall Pfizer be liable to Purchaser for any direct damages except to the extent such direct damages were a result of a material breach of a representation or warranty by Pfizer under this Agreement that directly and solely caused the damage. In no instance shall Pfizer and its Affiliates be liable to Purchaser (whether arising in warranty, tort (including, without limitation, negligence), contract, strict liability or otherwise) for any liabilities of Purchaser to any third party, including, without limitation, through contribution, indemnity, or for any claim for which Purchaser would have to indemnify Pfizer if that claim were brought directly against Pfizer.
Limits on Liability. IF, FOR ANY REASON, THE COUNTY BECOMES LIABLE TO LGE OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT OR OTHERWISE), THEN:
Limits on Liability. For greater certainty, the limits on liability set out in Article 34 of the Project Agreement shall apply mutatis mutandis to this Construction Contract, provided that when the term “Work” is used in Section 34.2(a)(i)(A) of the Project Agreement the term “Construction Work” shall be substituted therefore.
Limits on Liability. 11.1 Nothing in this Agreement shall operate to exclude or limit either party's liability for:
Limits on Liability. The Collateral Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law made, taken or omitted to be made or taken by it in accordance with this Agreement and the other Transaction Documents (including acts, omissions, errors or mistakes with respect to the Collateral), except for those arising out of or in connection with the Collateral Agent’s gross negligence or willful misconduct. The Collateral Agent may consult with counsel, accountants and other experts, and any opinion or advice of any such counsel, any such accountant and any such other expert shall be full and complete authorization and protection in respect of any action taken or suffered by the Collateral Agent hereunder in accordance therewith. The Collateral Agent shall have the right at any time to seek instructions concerning the administration of the Pledged Assets from any court of competent jurisdiction. The Collateral Agent may conclusively rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reasonable reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. Absent its gross negligence or willful misconduct, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Agent and conforming to the requirements of this Agreement and the other Transaction Documents, if any.
Limits on Liability. In no case will Athelas be liable for any aggregate amount greater than the amounts paid and payable by customer to Athelas under the Service Agreement during the twelve (12) month period preceding the date on which the claim first accrued, without regard to whether such claim is based in contract, tort (including negligence), product liability, or otherwise.
Limits on Liability. Except for Fees owed hereunder, the total aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the amount of Fees paid or payable by Customer to Kyriba as consideration for the SaaS Services, products and/or services giving rise to such claim during the twelve (12) months preceding the date on which the cause of action arose. The existence of one or more claims under this Agreement will not increase Kyriba’s liability in excess of the foregoing. For purposes of Sections 9 and 10, reference to Kyriba shall also include its suppliers and licensors.
