No Consequential Damages; Limitation of Liability Sample Clauses

No Consequential Damages; Limitation of Liability. EXCEPT FOR THIRD PARTY CLAIMS FOR WHICH INDEMNIFICATION IS PROVIDED UNDER SECTIONS 6.1, 7.1 AND 7.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AMOUNTS REPRESENTING LOST PROFITS, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ORCHID’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY LOSSES FOR WHICH ORCHID IS OBLIGATED TO INDEMNIFY HOSPIRA UNDER SECTION 7.2, ORCHID’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED *** FOR THE FIRST CONTRACT YEAR AND *** FOR EACH CONTRACT YEAR THEREAFTER (PROVIDED THAT, IF ORCHID’S PURCHASES UNDER THIS AGREEMENT ARE GREATER THAN *** IN ANY CONTRACT YEAR, ORCHID’S TOTAL LIABILITY SHALL NOT EXCEED *** FOR SUCH CONTRACT YEAR). EXCEPT FOR HOSPIRA’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY LOSSES FOR WHICH HOSPIRA IS OBLIGATED TO INDEMNIFY ORCHID UNDER SECTION 7.1, HOSPIRA’S TOTAL LIABILITY UNDER [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. THIS AGREEMENT SHALL NOT EXCEED *** FOR THE FIRST CONTRACT YEAR AND *** FOR EACH CONTRACT YEAR THEREAFTER (PROVIDED THAT, IF ORCHID’S PURCHASES UNDER THIS AGREEMENT ARE GREATER THAN *** IN ANY CONTRACT YEAR, HOSPIRA’S TOTAL LIABILITY SHALL NOT EXCEED *** FOR SUCH CONTRACT YEAR ). THE PARTIES SHALL DETERMINE WHETHER THE THRESHOLD AMOUNT OF SALES WAS REACHED IN ORDER TO TRIGGER THE HIGHER LIABILITY CAP FOR THE THIRD AND SUBSEQUENT CONTRACT YEARS AT THE END OF EACH THIRD AND SUBSEQUENT CONTRACT YEAR. THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES. FURTHERMORE, THE REPRESENTATIONS AND WARRANTIES PROVIDED BY HOSPIRA HEREIN DO NOT APPLY TO ANY PRODUCTS TO THE EXTENT THAT SUCH PRODUCTS FAILS TO CONFORM TO APPLICABLE SPECIFICATIONS OR APPLICABLE LAW DUE TO (I) MANUFACUTRING PROCESSES, EQUIPMENT, DESIGN OR OTHER INTELLECTUAL PROPERTY TRANSFERRED TO HOSPIRA UNDER THE BUSINESS TRANSFER AGREEMENT; OR (II) ANY ACTION TAKEN BY ANY PERSON OR ENTITY (OTHER THAN HOSPIRA ...

No Consequential Damages; Limitation of Liability. IN NO EVENT SHALL ------------------------------------------------- EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR LOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. EXCEPT WITH RESPECT TO A BREACH OF SECTION 8.4 AND THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 BELOW, THE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY XXXXXX.XXX TO DISTRIBUTOR WITH RESPECT TO THE SPECIFIC ITEMS OF SOFTWARE GIVING RISE TO SUCH CLAIM.

No Consequential Damages; Limitation of Liability. In no event shall SherWeb be liable for any incidental, consequential, indirect, special, punitive or exemplary damages, or damages for loss of profits or revenues, business information or other pecuniary loss, arising under or in connection with this agreement and even if advised of the possibility of such damages. The foregoing disclaimer of liability shall apply regardless of whether such liability is based on breach of contract, contractual or extra-contractual liability, tort, including strict liability, breach of a fundamental term, fundamental breach, or otherwise. In no event shall SherWeb’s liability under this Agreement exceed the amount paid, under this Agreement by Partner in the 12 month period immediately preceding the event giving rise to the Claim. Notwithstanding the foregoing, the foregoing disclaimer and limitation of liability shall not apply to the breach of the confidentiality obligations set out in Section 7 or SherWeb’s obligations to indemnify pursuant to Section 11(a).

No Consequential Damages; Limitation of Liability. The terms provided in this Section 15 are exclusive to the provision of CD Services under the Agreement and each Order Document, and the terms of Section 9.2 of the Agreement are not applicable to the provision of CD Services under this CD Addendum, including any act or omission by CSG, its affiliates, or Permitted Subcontractors and Customer, its Affiliates or Outsourcing Vendors. A. EXCEPT FOR ANY CD DISCONTINUANCE FEE(S) OWED PURSUANT TO SECTION 13 OF THIS CD ADDENDUM, DAMAGES INCURRED BY CSG WITH RESPECT TO A CUSTOMER’S PERFORMANCE TESTING IN VIOLATION OF THE FIRST TWO SENTENCES OF SECTION 9(b), AND ********** ******** ******* ************ ******* ****** ****** **** ****** *** ******* **** ** *** ******** ** ** ******** * OR IN CONNECTION WITH ANY OTHER ******* ****** OR *********** ******* SET FORTH IN A CD SERVICE ORDER ***** ******* * *********** *** *********** * ******** ******, UNDER NO CIRCUMSTANCES WILL CSG AND ITS RELATED PARTIES, ITS LICENSORS OR ITS VENDORS ON ONE HAND, OR CUSTOMERS OR THEIR RELATED PARTIES ON THE OTHER HAND BE LIABLE TO THE OTHER UNDER THE AGREEMENT OR THIS CD ADDENDUM FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON EITHER PARTY’S CLAIMS OR THOSE OF THEIR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, OR THIRD PARTY SOFTWARE, RESULTING REPORTS, THEIR ACCURACY OR THEIR INTERPRETATION, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF THE WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THE FOREGOING SENTENCE SHALL NOT BE CONSTRUED TO LIMIT IN ANY WAY EITHER PARTY’S *************** *********** ***** ******* ***(*) ** ***** ******* * ** ******* ** OF THE AGREEMENT, OR ********’* *************** ********** *** ***** ** ******* *(*) OF THIS ATTACHMENT A. THE FOREGOING EXCLUSION OF CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES SHALL BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR LIMITED REMEDY STATED HEREIN, AND SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. B. EXCEPT FOR (I) ANY LIABILITY OF TWC OR A CUSTOMER UNDER THE AGREEMENT FOR THE CD DISCONTINUANCE FEE PURSUANT TO SECTION 13 OF THIS CD ADDENDUM, (II) **** *****’* ***********...

No Consequential Damages; Limitation of Liability. (a) Except for the Parties’ [************ *************** *********** and *************** *********** (excluding a ******** ****** *****]), under no circumstances will either party be liable to the other party for any consequential, indirect, special, punitive or incidental damages or lost profits, whether foreseeable or unforeseeable, based on claims or those of its customers, arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. For purposes of this Section 9.2, a [******** ****** ***** shall mean the ************ ********** or ************ ****** to ******* ******** *********** or damages to Customer arising as a result of ***** ********* of the terms provided in ******* **** ********** ************ with ******* ** ******* ******** ***********, **** **** ********, **** **** ****** ******** or **** ******* *** ******** *******]. (b) Except for [******* ********, the Parties’ ************ *************** ***********, any ****** of the ******* ************ provided in ******* ***, ********** **** *** and *****, and the ******** described in ******** *, in no event will the aggregate liability that either Party incurs to the other Party under this Agreement exceed the amounts ******** **** ** ******* by ******** under this Agreement **** *** **** ****** ****** **** ******* ****** preceding the claim (excluding any ******* ****, ******* or **** ******** of ******** hereunder for *********** ********* and any ******* **** in ******* of **** ****** prior to such ****** **** ***** period “Liability Limit”)). CSG and Customer agree ******** ****** ***** *********** ******** of ********** *************, **** ****** *******, *** **** ** ****** **********] and shall be direct damages, not subject to the limitations set forth in subsection (a), but rather subject to the terms of this subsection (b). (c) The existence of one or more separate events resulting in liability under this Article 9 or Article 10 shall not enlarge the foregoing limitation of liability, provided that in the event of a claim or claims triggering the [*************** *********** hereunder for cumulative liability that exceeds ************ percent ***** of Liability Limit permitted under Section 9.2(b) (the “***** *******”), such Liability Limit for ********** ****** shall thereafter be equal to ******** **/** of its *********** ******** ****** and ei**** ***** ***** **** *** ***** ** ********* *...

No Consequential Damages; Limitation of Liability. The terms provided in this Section 12 are exclusive to the provision of CD Services under the Agreement and each Order Document, and the terms of Section 9.2 of the Agreement are not applicable to the provision of CD Services under this CD Addendum, including any act or omission by CSG, Customer and/or their respective Affiliates or subcontractors. (A) EXCEPT FOR *************** *********** *** ***** ** ******* * ** *** ********* AND ******** *(*) AND ** OF THIS CD AMENDMENT OR A BREACH BY EITHER PARTY OF ******* ** (***************) OF THE AGREEMENT OR ******* ** OF THIS CD ADDENDUM, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR RELATED PERSONS, LICENSORS OR VENDORS BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE. (B) Except FOR FEES PAYABLE OR DUE and OWING, DAMAGE OR LIABILITIES RELATED TO (i) a ****** ********* ** ********* * ***** ***** ******** *** ******* ** of the agreement with repsect to a claim ******* ** *** ** ******** ** * ******* ********** ***** **** ** ********* ** ** ***** ******** (ii) ******* ** ** **** ** ********* (iii) ******* ** ** *** ********* *** ******* ** ** **** ** ******** or (iv) ********* ****** ** *** ** ******* (*) – (*) of ******* * (*) or ******* *(*) of this ADDENDUM, each Party’s total aggregate liability for any Damages arising out of or related to this cd amendment will not exceed THE ******* ** *** *** ***** **** ******** **** ** ******** ** *** *** ** ******** ***** *** ****** ***** ********* ****** *** ******** *** ***** ****** ********* *** **** ** *** *** ** ******** ****** **** ** **** ** **** ******* ** *********** **** ** *** *** **** **** *** ********** ** ** ***** ******** ** ***** ***** ******** **** *** *** ******* ** ******** ** **** ** **** **** ******** ** *** ** ******** ** *** ********** ******* *** *** ********** (the “CD Liability Cap”). The existence of one or more claims will not enlarge the foregoing cd liability cap. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS cd amendment, INCLUDING this section 12, SHALL (I) APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AND (II) BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR EXCLUSIVE OR LIMITED REMEDY STATED HEREIN, AND SHALL APPLY EVEN IF CSG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No Consequential Damages; Limitation of Liability. UNDER NO CIRCUMSTANCES WILL TEAMWORK OR ITS RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF DISTRIBUTOR OR END-USERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCT, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH TEAMWORK MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO TEAMWORK BY DISTRIBUTOR FOR THE SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE.

No Consequential Damages; Limitation of Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES OTHER THAN THE FOLLOWING UNDER A AND B BELOW (COLLECTIVELY “CLAIMS”): A. DIRECT DAMAGES, OR B. *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 3. NEITHER PARTY MAY BRING A CLAIM AGAINST THE OTHER MORE THAN ****** **** ****** FOLLOWING THE END OF: (X) THE PROCESSING TERM IF SUCH CLAIM PERTAINS SOLELY TO THE PROCESSING SERVICES OR FEES THEREFOR; OR (Y) THE PRINT AND MAIL TERM IF SUCH CLAIM PERTAINS SOLELY TO THE PRINT AND MAIL SERVICES OR PRINT-AND-MAIL-RELATED PRODUCTS, OR FEES THEREFOR. 9. Section 18, entitled TERM, is deleted in its entirety and replaced with the following:

No Consequential Damages; Limitation of Liability. In no event shall either Joint Venturer be liable with respect to any subject matter of this Agreement for loss of profits or incidental, indirect, special, consequential or other similar damages under any contract, negligence, strict liability or other legal or equitable theory. Except as provided in Section 28 below, the liability of each Joint Venturer for any claim arising out of or in connection with this Agreement shall not exceed the amount paid to each Joint V enturer by the Project or fine other Joint Venturer with respect to the specific items of Software or Hardware giving rise to such claim.

No Consequential Damages; Limitation of Liability. Neither ControlSoft nor its licensors will be liable for any special, incidental, consequential or exemplary damages, including without limitation damages for loss of use, lost profits or loss of data or information of any kind, arising out of or in connection with the Software or its use or this Agreement, even if ControlSoft or its licensor have been advised of the possibility of such damages. In no event will ControlSoft’s or its licensors’ liability for any claim relating to the Software or its use or this Agreement, whether in contract, tort, or any other theory of liability, exceed the license fee paid by you. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.