Common use of Limits on Liability Clause in Contracts

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. No Buyer Indemnified Party shall seek reimbursement or indemnification from Sellers for Losses under Section 10.1(aPOTENTIATE’S MAXIMUM AGGREGATE LIABILITY TO CLIENT AS A RESULT OF ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR AN ORDER, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO POTENTIATE HEREUNDER FOR THE PRODUCT AND OR SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) until the Buyer Indemnified PartiesARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR AN ORDER OR ITS PERFORMANCE HEREUNDER, as a groupWHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, have suffered among them aggregate Losses under Section 10.1(aEVEN IF A PART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION 8.1WILL OPERATE TO EXCLUDE OR RESTRICT POTENTIATE’S LIABILITY (IF ANY) in excess of $159,000 (the “Basket”)TO CLIENT FOR ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, in which event the Buyer Indemnified PartiesINCLUDING BUT NOT LIMITED TO, 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 SellerDEATH OR PERSONAL INJURY RESULTING FROM POTENTIATE’S GROSS NEGLIGENCE.

Limits on Liability. No Buyer Indemnified Party shall seek reimbursement or indemnification from Sellers for Losses under Section 10.1(aEXCEPT WITH RESPECT TO EACH PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, EACH PARTY AND ITS LICENSORS WILL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE GREATER OF (I) until the Buyer Indemnified PartiesTEN U.S. DOLLARS ($10) AND (II) THE SUM OF THE AMOUNTS HAVING THEN ACTUALLY BEEN PAID BY CUSTOMER TO ALTANA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, as a groupMINUS, have suffered among them aggregate Losses under Section 10.1(aIN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) in excess BY A PARTY TO THE OTHER PARTY IN SATISFACTION OF ANY LIABILITY FOR DAMAGES UNDER THIS AGREEMENT. EACH PARTY RELEASES THE OTHER PARTY AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO ALTANA IP, THE SERVICES, OR THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 9.2. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND WILL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. Customer acknowledges and agrees that Xxxxxx’s performance 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 its obligations hereunder will be reduced to the amount of extent that 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 foregoingperformance is hindered, the Basket and Cap shall not apply to: (i) Losses resulting from breaches ofdelayed, or prevented by any inaccuracies inact, the representations and warranties contained in Section 4.1 (Organization of the Company)omission, 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 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 this Agreement by another SellerCustomer.

Limits on Liability. No Buyer Indemnified Party ALL INFORMATION AND MATERIALS ON THE SERVICE AND ANY LINKED SITES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND MAY INCLUDE INACCURACIES OR ERRORS. XXXXX MAKES NO REPRESENTATIONS AND, TO THE FULLEST EXTENT ALLOWED BY LAW, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR CONTRACTUAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, REGARDING ALL MATERIALS ON THIS SITE. XXXXX AND ANY OF ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) RELATING TO THE USE, PERFORMANCE, DELAY OR INABILITY TO USE THE SERVICE OR A LINKED SITE, EVEN IF XXXXX IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IN RELATION TO ANY DISPUTE WITH XXXXX (OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, OR OTHER REPRESENTATIVES) IS TO STOP USING THE SERVICE, AND TO CANCEL YOUR ACCOUNT. XXXXX’X MAXIMUM LIABILITY TO YOU FOR CLAIMS, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL IN NO EVENT EXCEED YOUR ANNUAL SUBSCRIPTION FEE. You acknowledge you are fully aware of security and privacy risks, including, but not limited to (i) the limitations of security, privacy and authentication measures, and (ii) the fact that data and information transferred via the Service may be subject to eavesdropping, breaking passwords, spoofing, harassment and other security or privacy hazards. We shall seek reimbursement not be liable for any damages of any kind associated with these risks. Use of the Service and any content on the Service, including any authorized downloading of content from the Service, is at your own risk. We do not warrant that access to the Service or indemnification any of its content will be uninterrupted or error free, that defects will be corrected, or that this Site will be free of viruses or other harmful components. You are solely responsible for any damage to computer systems or loss of data you may suffer. We have not reviewed any sites linked to the Service (“Linked Sites”) and we are not responsible for the content of any Linked Sites. Your access to, and use of any Linked Site(s) is entirely at your own risk. Indemnification You agree to indemnify, defend, and hold Xxxxx and our members, managers, officers, employees, agents and representatives harmless from Sellers all claims, liabilities, damages, and expenses (including attorneys' fees and expenses) arising out of or relating to: (a) any content you post to the Service, (b) your inappropriate or unlawful use of the Service; and (c) any alleged breach of this Subscription Agreement or the Acceptable Use Policy. Law and Jurisdiction The Service is operated by Xxxxx from the State of New York, United States of America. Xxxxx makes no representation that materials in the Service are appropriate or available for Losses use in other locations. Any ability to access the Service in any jurisdiction other than New York does not constitute Xxxxx purposefully availing itself of the privilege of conducting business in that jurisdiction. If you access the Service from other jurisdictions, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Subscription Agreement shall be governed by internal New York and relevant federal laws without giving effect to principles of conflicts of laws. Exclusive jurisdiction for any action or dispute relating to the Service is in the state and federal courts located in New York. By accessing the Service you consent to the jurisdiction of such courts. Intellectual Property Infringement Claims Xxxxx will respond as quickly as practicable to any claims that infringing material appears on the Service, including investigating any such claims and taking appropriate action under Section 10.1(a) until applicable laws. If we receive a notice of infringement in accordance with the Buyer Indemnified PartiesDigital Millennium Copyright Act, as a group17 U.S.C. § 512, have suffered among them aggregate Losses under Section 10.1(a) in excess of $159,000 et seq. (the “BasketAct”), in which event the Buyer Indemnified Parties, as a group, may seek reimbursement we will take steps to remove 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 disable access to the amount allegedly infringing material, including any links thereto. We will terminate access for any user who is a repeat infringer. Notices 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 alleged infringement should be sent to: (i) Losses resulting from breaches ofXxxxx, or any inaccuracies inLLC XX Xxx 000 Xxxxxxxxxx, 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.XX 00000 xxxxxxx@xxxxxxxxxxxxxxxx.xxx

Limits on Liability. No Buyer Indemnified Party shall seek reimbursement or indemnification from Sellers for Losses under Section 10.1(aIndemnification. (a) until the Buyer Indemnified PartiesSA WILL NOT BE LIABLE FOR ANY INDIRECT, as a groupSPECIAL, have suffered among them aggregate Losses under Section 10.1(aINCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, REVENUE, GOODWILL OR ANTICIPATED SAVINGS RESULTING FROM OR IN ANY WAY RELATED TO THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, EVEN IF SA HAS BEEN INFORMED OF THE POSSIBILITY THEREOF, AND DESPITE ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT. ADDITIONALLY, THE TOTAL AGGREGATE LIABILITY OF SA FOR ANY AND ALL CLAIMS, LOSSES, EXPENSES AND DAMAGES OF ANY NATURE (INCLUDING ATTORNEYS’ FEES AND COSTS) in excess of RESULTING FROM, OR IN ANY WAY RELATED TO, THE SERVICES, THIS AGREEMENT, OR ANY OTHER DISPUTE BETWEEN THE PARTIES, SHALL BE LIMITED TO THE GREATER OF $159,000 25,000 OR THE FEES ACTUALLY PAID TO SA IN THE PRIOR 6 MONTHS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. OTHER THAN LIABILITY FOR FRAUD, WILLFUL INJURY TO PERSONS OR PROPERTY, OR VIOLATION OF LAW, THE AGGREGATE LIMITATIONS OF LIABILITY IN THE FOREGOING SENTENCE APPLY TO ANY AND ALL LIABILITY AND CAUSES OF ACTION (INCLUDING NEGLIGENCE), HOWEVER ALLEGED OR ARISING. SOME STATES OR OTHER JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS ON LIABILITY SO THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “BasketIndemnity Agreement”)) with SA’s employee, Xxxxxxx Xxxxxx, who will serve as Client’s Chief Financial Officer in which event connection with the Buyer Indemnified Partiesservices to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, as a groupdirectors, may seek reimbursement or indemnification from Sellers severally managers, members, employees, agents, affiliates, successors and assigns (and not jointlycollectively, the “SA Indemnitees”) solely for the amount of such Losses in excess of the Basket, with each Seller obligated for an amount equal to the amount of same extent as if each 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 (SA Indemnitee was the “Cap”). Notwithstanding Indemnitee” under the foregoing, Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under 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 Indemnity 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. 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”TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY DAMAGES THAT A CUSTOMER MAY BE ENTITLED TO PURSUANT TO SECTION 2(d), in which event the Buyer Indemnified PartiesNEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS, as a groupINCIDENTAL, may seek reimbursement or indemnification from Sellers severally CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR SUCH DAMAGES WERE FORESEEABLE. TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS. THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED THE TOTAL OF THE AMOUNTS PAID TO CORE-MARK PURSUANT TO THIS AGREEMENT IN THE TWELVE (and not jointly12) solely for the amount of such Losses in excess of the BasketMONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, 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 SellerIN ALL CASES EXCEPT FOR LIABILITIES RELATED TO A PAYMENT DEFAULT.

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”TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR ANY DAMAGES THAT A CUSTOMER MAY BE ENTITLED TO PURSUANT TO SECTION 2(d), in which event the Buyer Indemnified PartiesNEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS, as a groupINCIDENTAL, may seek reimbursement or indemnification from Sellers severally CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES OF ANY KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR SUCH DAMAGES WERE FORESEEABLE. TO THE EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE GOODS PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL BE LIMITED THE TOTAL OF THE AMOUNTS PAID TO CORE-XXXX PURSUANT TO THIS AGREEMENT IN THE TWELVE (and not jointly12) solely for the amount of such Losses in excess of the BasketMONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, 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 SellerIN ALL CASES EXCEPT FOR LIABILITIES RELATED TO A PAYMENT DEFAULT.

Limits on Liability. No Buyer Indemnified Party (a) Except with respect to claims for equitable remedies and claims based on fraud, following the Closing Date, no Indemnitor shall seek reimbursement or have an indemnification from Sellers obligation for any amount for Losses under arising out of or resulting from the causes enumerated in clause (a) of Section 10.1(a10.2 or clause (a) until the Buyer Indemnified Partiesof Section 10.3, as a groupappropriate, have suffered among them aggregate Losses under Section 10.1(a) in excess of one million five hundred thousand dollars ($159,000 1,500,000), and no Indemnitor shall have any indemnification obligation for any amount of Losses arising out of or resulting from the causes enumerated in clause (a) of Section 10.2 or clause (a) of Section 10.3, as appropriate, Table of Contents until the total amount of resulting Losses exceeds one hundred thousand dollars ($100,000) (the “BasketThreshold Amount”), in after which event time the Buyer Indemnified Parties, as a group, may seek reimbursement or indemnification from Sellers severally (and not jointly) solely Indemnitor shall be liable only for the amount of such Losses in excess of the BasketThreshold Amount. The amount of any Losses indemnifiable by either party pursuant to this Article X shall be adjusted to reflect the value of any insurance proceeds actually received (net of any deductibles, retention or self-insurance) by the Indemnitee or its successors or assigns in respect of such Losses; provided, however, that no Indemnitee shall have any obligation to pursue such insurance proceeds or recovery from third Persons. If any such proceeds or recoveries are received by an Indemnitee with each Seller obligated for an respect to any Losses after a party hereto has made a payment to the Indemnitee with respect to such Losses, the Indemnitee shall pay to such party the amount equal of such proceeds or recoveries (up to the amount of such party’s payment with respect to such Losses). Claims for 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) made pursuant to pay by way of indemnification any amounts exceeding twenty percent clause (20%a) of the portion Section 10.2 and 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 Section 10.3 may be made at 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 time prior to the contrary in this Agreement, (A) except for fraud, intentional misrepresentation or willful breach, Expiration Date and subject to the limitations set forth herein, the aggregate liability of any Seller all other claims for Losses shall be equal to the aggregate amount of all payments actually received by such Seller pursuant to this Article 2 hereof and (B) no Seller shall X may be liable for the willful or intentional breach of another Sellermade indefinitely. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, or for any act of fraud committed by another SellerINCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limits on Liability. No Buyer Indemnified Party shall seek reimbursement or indemnification from Sellers for Losses under Section 10.1(aCOMPANY’S MAXIMUM AGGREGATE LIABILITY TO SUBSCRIBER AS A RESULT OF ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO COMPANY HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) until the Buyer Indemnified PartiesMONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, as a groupINCIDENTAL, have suffered among them aggregate Losses under Section 10.1(aSPECIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) in excess of $159,000 ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS PERFORMANCE HEREUNDER, WHETHER THE ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION 8 WILL OPERATE TO EXCLUDE OR RESTRICT COMPANY’S LIABILITY (the “Basket”)IF ANY) TO SUBSCRIBER FOR ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, in which event the Buyer Indemnified PartiesINCLUDING BUT NOT LIMITED TO, 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 SellerDEATH OR PERSONAL INJURY RESULTING FROM COMPANY’S NEGLIGENCE.

Limits on Liability. No Buyer Indemnified Party shall seek reimbursement or indemnification from Sellers for Losses under Section 10.1(aSTARGUIDE IS NOT LIABLE TO CLIENT OR ANYONE USING THE DEVICE OR THE SERVICES, OR ANY THIRD PARTIES, FOR THE FOLLOWING: I) until the Buyer Indemnified PartiesDEFECTS, as a groupFAILURES OR INTERRUPTIONS IN SERVICE, have suffered among them aggregate Losses under Section 10.1(aINCLUDING TRANSMISSION; II) in excess of $159,000 ANY DAMAGES, INCLUDING LOSS OF PROPERTY, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, OR ANY OTHER LOSS, HOWEVER CAUSED, ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SERVICES OR THE DEVICE; III) LOSS, THEFT, DAMAGE TO OR UNAUTHORIZED USE OF THE SERVICES OR THE DEVICE; AND VI) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES (the “Basket”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), in which event the Buyer Indemnified PartiesWHETHER ARISING IN NEGLIGENCE, as a groupTORT, may seek reimbursement or indemnification from Sellers severally (and not jointly) solely for the amount of such Losses in excess of the BasketSTATUTE, 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 foregoingEQUITY, the Basket and Cap shall not apply to: (i) Losses resulting from breaches ofCONTRACT, or any inaccuracies inCOMMON LAW, 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 SellerOR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF STARGUIDE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.