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. (a) Except as set forth in Section 9.09 with respect to Fraud, notwithstanding anything to the contrary contained in this Agreement:
(i) the total aggregate liability of the Sellers under or in connection with this Agreement or the transactions contemplated hereby shall not exceed an amount equal to the Purchase Price less the aggregate R&W Insurance Policy limit;
(ii) the maximum liability of any Seller on account of any particular indemnifiable Loss arising under clause Section 9.02(ii) or Section 9.02(iv) shall not exceed such Seller’s Pro Rata Share of such Loss; and
(iii) the maximum amount required to be paid by any Seller pursuant to Section 9.02 is the portion of the Purchase Price actually received by such Seller.
(b) Notwithstanding anything herein to the contrary, no Seller shall have any indemnification obligations pursuant to Section 9.02 with respect to (i) a breach of any representation or warranty set forth in ARTICLE III made by or with respect to any other Seller, (ii) any other Seller’s individual covenants set forth in Section 6.06, (iii) Fraud committed by any other Seller of which such first Seller did not have actual knowledge; provided that, with respect to any breach or Fraud described in the foregoing clauses (i) or (ii), the indemnification obligation of the Seller who committed such breach or Fraud shall not be limited to their Pro Rata Share.
(c) For purposes of this ARTICLE IX, other than with respect to the representations and warranties contained in Section 4.09(ii), in determining whether there has been a breach of any representation or warranty and the amount of any Losses that are the subject matter of a claim for indemnification hereunder, each representation and warranty shall be read without regard and without giving effect to any materiality qualifications contained therein (including the terms “material”, “material adverse effect”, “Material Adverse Effect” or any similar terms).
(d) Notwithstanding anything herein to the contrary, any liability of the ESOP to indemnify a Purchaser Indemnified Party pursuant to and in accordance with this ARTICLE IX, but for this Section 9.05(d), shall be satisfied by the Principal Seller.
(e) Notwithstanding any provision herein to the contrary, no party shall be liable for punitive damages unless paid or payable to third parties in respect of a Third Party Claim as contemplated under Section 9.06.
(f) Notwithstanding any provision herein to the contrary: (i) the Certain Matters Esc...
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:
1. THE AGGREGATE LIABILITY OF THE COUNTY TO LGE AND ALL OTHER PARTIES IN CONNECTION WITH THE PRODUCTS AND THE SERVICES WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY LGE TO THE COUNTY AS CONSIDERATION FOR THE PRODUCTS AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; AND
2. IN ANY CASE, LGE MAY NOT BRING OR INITIATE ANY ACTION OR PROCEEDING AGAINST THE COUNTY ARISING OUT OF THIS AGREEMENT OR RELATING TO ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER MORE THAN ONE (1) YEAR AFTER THE RELEVANT CAUSE OF ACTION HAS ARISEN.
Limits on Liability. THE PROVIDER AND ITS AFFILIATES AND CONTRACTORS HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO END USER, REGARDLESS OF THE FORM OF THE ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE AND END USER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR, INCLUDING BUT NOT LIMITED TO:
(a) DEFECTS, FAILURES OR INTERRUPTIONS IN WIRELESS SERVICE, INCLUDING TRANSMISSION;
(b) ANY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF PROPERTY, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, OR ANY OTHER LOSS, HOWEVER CAUSED, ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE WIRELESS SERVICES OR THE DEVICE;
(c) ANY CONTENT TRANSMITTED ON OR RECORDED BY THE PROVIDER’S FACILITIES, INCLUDING CONTENT THAT MAY BE ILLEGAL, DANGEROUS, DEFAMATORY, OFFENSIVE OR ANNOYING OR WHICH MAY INFRINGE UPON OTHERS’ INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS, OR ANY CONTENT, APPLICATION OR SERVICES PROVIDED TO END USER BY A THIRD PARTY FOR USE WITH THE DEVICE OR THE WIRELESS SERVICES, EVEN IF FARMERS EDGE BILLS END USER FOR SUCH CONTENT, APPLICATION OR SERVICES ON BEHALF OF SUCH THIRD PARTY;
(d) ANY BREACH BY END USER OF THE AGREEMENT, END USER’S NEGLIGENCE, OR ACTS OR OMISSIONS IN CONNECTION WITH THE WIRELESS SERVICES, OR THE DEVICE;
(e) LOSS, THEFT, DAMAGE TO OR UNAUTHORIZED USE OF THE WIRELESS SERVICES, THE DEVICE, ANY EQUIPMENT, COLLATERAL, ELECTRONIC RECEIPTS OR THE PERSONAL IDENTIFICATION NUMBER; AND
(f) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS WIRELESS SERVICES AGREEMENT OR THE PROVISION OF WIRELESS SERVICES (INCLUDING LOST PROFITS, ANTICIPATED OR LOST REVENUE, LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM), WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF THE PROVIDER HAS BEEN ADVISEDOF THE POSSIBILITY OF THOSE DAMAGES. THIS SECTION WILL APPLY EVEN IF THERE IS A BREACH OF CONDITION, A BREACH OF AN ESSENTIAL OR FUNDAMENTAL TERM, OR A FUNDAMENTAL BREACH OF THIS WIRELESS SERVICES AGREEMENT. END USER AGREES THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS WIRELESS SERVICES AGREEMENT.
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.
(b) The aggregate liability of Pfizer and its Affiliates (whether arising in warranty, tort (including, without limitation, negligence), contract, strict liability or otherwise) arising out of, under or in connection with this Agreement shall not exceed a sum equivalent to one hundred percent (100%) of the total Price actually received by Pfizer under this Agreement for the Contracted Doses.
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. 10.1. Neither party excludes or limits its liability to the other for any of the following (and nothing in this Agreement shall be construed as excluding or limiting such liability):
10.1.1. for breach of its obligations under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
10.1.2. for personal injury or death resulting from its negligence or that of its employees, agents and/or sub- contractors by operation of Section 2(1) of the Unfair Contract Terms Act 1977;
10.1.3. for breach of Clause 6;
10.1.4. (in the case of the Reseller) for any breach of Clause 7.4.3;
10.1.5. for any matter which it would be illegal for that party to exclude and/or limit, or attempt to exclude and/or limit, its liability; or
10.1.6. for that party’s fraud or fraudulent misrepresentation.
10.2. The liability of each party to the other (whether in contract, negligence, breach of statutory duty or under any indemnity or otherwise) in respect of any claims for the damage to or loss of tangible property (excluding claims for loss or corruption of, or damage to, data contained on any tangible media) shall be limited to £1 million per claim or series of claims arising from any one incident.
10.3. Except as provided in Clauses 10.1, 10.2 and 10.4, the liability of each party to the other in respect of any claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) brought under or in connection with this Agreement shall be limited as follows:
10.3.1. for all claims arising in the first Contract Year, liability shall be limited in aggregate to the Initial Contract Value;
10.3.2. for all claims arising in any subsequent Contract Year liability shall be limited in aggregate to the fees (excluding VAT) paid by the Reseller to Experian under this Agreement in the previous Contract Year.
10.4. The limitations in Clause 10.3 shall:
10.4.1. not apply to the indemnities given by the parties under Clause 9.1 and 9.2;
10.4.2. not apply to the liability of either party under Clause 5.6;
10.4.3. be in addition to the obligation of the Reseller to pay fees and charges under this Agreement.
10.5. Subject to Clause 10.1, neither party shall be liable to the other (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) for:
10.5.1. any indirect or consequential loss;
10.5.2. the following types of financial loss; loss of profits; loss of earnings; loss of business or goodwill;...
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. GENERAL. SUBJECT TO SECTION 9.2, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS, OR REPUTATION) IN CONNECTION WITH THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) TOTAL AMOUNTS EXCEEDING 100% OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO JURO UNDER THE AGREEMENT IN THE CONTRACT YEAR DURING WHICH THE EVENTS GIVING RISE TO THE CLAIM AROSE; IN EACH CASE WHETHER ANY ALLEGED DAMAGES ARISE OUT OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY. UNLESS CUSTOMER NOTIFIES JURO THAT IT INTENDS TO MAKE A CLAIM WITHIN 12 MONTHS AFTER THE EVENT GIVING RISE TO THE CLAIM, THEN JURO WILL HAVE NO LIABILITY FOR THAT EVENT. CUSTOMER’S NOTICE WILL IDENTIFY THE EVENT AND GROUNDS FOR THE CLAIM IN REASONABLE DETAIL.
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.
