Common use of No Consequential or Indirect Damages Clause in Contracts

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL RIVIAN OR ANY OF ITS AFFILIATES, AND/OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL RIVIAN’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO RIVIAN PURSUANT TO THIS AGREEMENT. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental, punitive or consequential damages, portions of the above limitations or exclusions may not apply.

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL RIVIAN SKYTECHSPORT OR ANY OF ITS AFFILIATES, AND/OR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL RIVIANSKYTECHSPORT’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO RIVIAN SKYTECHSPORT PURSUANT TO THIS AGREEMENT. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental, punitive or consequential damages, portions of the above limitations or exclusions may not apply.

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAWFOR BREACH OF CONFIDENTIALITY AND LIABILITY FOR THIRD-PARTY CLAIMS UNDER SECTION 8, IN NO EVENT SHALL RIVIAN OR ANY OF ITS AFFILIATES, AND/OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS EITHER PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE PUNITIVE, OR ENHANCED DAMAGES DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT A PROPOSED DEFENDANT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAWIn the event of a material error caused solely by LakePharma in the performance of Services hereunder that renders the results of a Work Order invalid or unusable, LakePharma shall, at Client’s option and as Client’s sole remedy hereunder, either (a) repeat the Services at LakePharma’s expense; or (b) refund to Client the fees paid for the relevant Services. IN NO EVENT SHALL RIVIANLAKEPHARMA’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO RIVIAN LAKEPHARMA PURSUANT TO THIS AGREEMENTTHE WORK ORDER GIVING RISE TO THE CLAIM. To If Remedy Fails Essential Purpose. Each party acknowledges and agrees that the extent any jurisdiction does not allow parties entered into the exclusion or limitation Agreement in reliance upon the limitations of directliability set forth in this Section, incidentalthat the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), punitive or consequential damages, portions and that the same form an essential basis of the above limitations or exclusions may not applybargain between the parties.

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED NOTWITHSTANDING THE FOREGOING OR ANY OTHER TERM OR PROVISION OF THIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER AGREES (BUT SOLELY WITH RESPECT TO ANY LEGAL ACTION OR PROCEEDING UNDER SECTIONS 10.12.1 OR 10.12.8) NOT TO ASSERT, AND HEREBY WAIVES, IN NO EVENT SHALL RIVIAN ANY -91- LEGAL ACTION OR OTHER PROCEEDING, ANY CLAIM ON ANY THEORY OF ITS AFFILIATESLIABILITY (WHETHER CONTRACT, AND/TORT, EQUITABLE OR THEIR RESPECTIVE OFFICERSOTHERWISE), EMPLOYEES, LICENSORS AND PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL(X) SPECIAL, INDIRECT, INCIDENTAL, SPECIALCONSEQUENTIAL, EXEMPLARY, EXPECTATION, EXTRA-CONTRACTUAL PUNITIVE DAMAGES OR ENHANCED OTHER SIMILAR DAMAGES OR (Y) TO THE EXTENT NOT COVERED BY THE PRECEDING CLAUSE (X), LOST PROFITS, FUTURE EARNINGS, MULTIPLES OF EARNINGS, DIMINUTION OF VALUE, OR LOSS OF SYNERGIES OR ANY OTHER LOSSES OR DAMAGES, IN EACH CASE WITH RESPECT TO THE PRECEDING CLAUSES (X) AND (Y), ARISING OUT OF, RELATING TOIN CONNECTION WITH, OR IN CONNECTION WITH AS A RESULT OF, THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER ANY OTHER LOAN DOCUMENT OR NOT A PROPOSED DEFENDANT WAS ADVISED ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THE LOAN OR THE USE OF THE POSSIBILITY OF SUCH DAMAGES; PROCEEDS THEREOF. THIS WAIVER SHALL NOT IN ANY WAY LIMIT EITHER PARTY’S RIGHT TO RECOVER THE ENTIRE BALANCE IN THE EXIT ACCOUNT AS AGREED AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. Maximum Liability. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL RIVIAN’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO RIVIAN PURSUANT TO THIS AGREEMENT. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental, punitive or consequential damages, portions of the above limitations or exclusions may not applySTIPULATED LIQUIDATED DAMAGES FOR MATTERS LITIGATED UNDER SECTION 10.12.8.

No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAWFOR ORGANIZATION’S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT AND TO INDEMNIFY, DEFEND, AND HOLD HARMLESS UNIVERSITY, IN NO EVENT SHALL RIVIAN OR ANY OF ITS AFFILIATES, AND/OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS EITHER PARTY BE LIABLE UNDER THIS TRANSFER AGREEMENT TO YOU THE OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS TRANSFER AGREEMENT, REGARDLESS OF (AI) WHETHER SUCH DAMAGES WERE FORESEEABLE; , (BII) WHETHER OR NOT A PROPOSED DEFENDANT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; DAMAGES AND (CIII) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. Maximum LiabilityMAXIMUM LIABILITY. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAWFOR ORGANIZATION’S OBLIGATIONS TO MAKE PAYMENT UNDER THIS TRANSFER AGREEMENT OR TO INDEMNIFY, DEFEND, AND HOLD HARMLESS UNIVERSITY, IN NO EVENT SHALL RIVIANEITHER PARTY’S OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, LICENSORS AND PARTNERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS TRANSFER AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO RIVIAN UNIVERSITY PURSUANT TO THIS AGREEMENTTRANSFER AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental, punitive or consequential damages, portions of the above limitations or exclusions may not applyMISCELLANEOUS.