Common use of Notice and Additional Rights and Limitations Clause in Contracts

Notice and Additional Rights and Limitations. (a) If an Indemnified Party fails to give prompt notice of any claim being made or any suit or action being commenced in respect of which indemnification under this ARTICLE 16 may be sought, such failure shall not limit the liability of the Indemnifying Party; provided, however, that this provision shall not be deemed to limit the Indemnifying Party’s rights to recover for any loss, cost or expense which it can establish resulted from such failure to give prompt notice. (b) This ARTICLE 16 shall govern the obligations of the parties with respect to the subject matter hereof but shall not be deemed to limit the rights which any party might otherwise have at law or in equity. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS FOR BREACH OF THE OBLIGATIONS OF CONFIDENTIALITY (WHICH INCLUDES MISUSE OF COMPANY GUEST DATA AND CARDHOLDER DATA), INDEMNIFICATION OR INFRINGEMENT OF THE BANK LICENSED MARKS OR COMPANY LICENSED MARKS.

Notice and Additional Rights and Limitations. (a) If an Indemnified Party fails to give prompt notice of any claim being made or any suit or action being commenced in respect of which indemnification under this ARTICLE 16 Article XVII may be sought, such failure shall not limit the liability of the Indemnifying Party; provided, however, that this provision shall not be deemed to limit the Indemnifying Party’s 's rights to recover from the Indemnified Party for any loss, cost or expense which it can establish resulted from such failure to give prompt notice. (b) This ARTICLE 16 Article XVII shall govern the obligations of the parties Parties with respect to the subject matter hereof but shall not be deemed to limit the rights which any party that either Party might otherwise have at law or in equity. The indemnification provided in this Article XVII shall not cover, and in no event shall any Party be liable to the other Party for, any indirect, consequential, incidental, exemplary, punitive or special damages or lost profits or revenues ("Indirect Damages") claimed by the Indemnified Party, except that the indemnification provided for herein shall cover Indirect Damages for: (i) infringement, violation or misappropriation of Intellectual Property; (ii) gross negligence or recklessness or willful misconduct relating to the Program; or (iii) any breach of any obligations relating to Cardholder Data, Pier 1 Shopper Data, the Pier 1 Prospect List and Confidential Information. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENTWithout limiting their respective rights set forth elsewhere in this Article XVII, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECTand subject to the procedures for indemnification, CONSEQUENTIALany Indemnified Party will act in good faith, INCIDENTALwill use commercially reasonable efforts to mitigate any losses, SPECIALwill render to the Indemnifying Party such assistance as the Indemnifying Party may reasonably require in order to ensure a prompt and adequate defense to any suit, PUNITIVE OR EXEMPLARY DAMAGESclaim, WHETHER IN CONTRACTor proceeding, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS FOR BREACH OF THE OBLIGATIONS OF CONFIDENTIALITY (WHICH INCLUDES MISUSE OF COMPANY GUEST DATA AND CARDHOLDER DATA), INDEMNIFICATION OR INFRINGEMENT OF THE BANK LICENSED MARKS OR COMPANY LICENSED MARKSand shall consult regularly with the Indemnifying Party regarding the conduct of any proceeding or the taking of any action for which indemnification may be sought.

Notice and Additional Rights and Limitations. (a) If an Indemnified Party fails to give prompt notice of any claim being made or any suit or action being commenced in respect of which indemnification under this ARTICLE 16 Article XVIII may be sought, such failure shall not limit the liability of the Indemnifying Party; provided, however, that this provision shall not be deemed Party to limit the extent the Indemnifying Party’s rights ability to recover for any loss, cost or expense which it can establish resulted from defend the matter was not materially prejudiced by such failure to give prompt notice. (b) This ARTICLE 16 Article XVIII shall govern the obligations of the parties Parties with respect to the subject matter hereof but shall not be deemed to limit the rights which any party that either Party might otherwise have at law or in equity. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, UNLESS THE INDEMNIFIED PARTY BECOMES LIABLE TO A THIRD PARTY FOR SUCH DAMAGES, WHETHER IN CONTRACTWHICH CASE THE INDEMNIFYING PARTY SHALL BE LIABLE, TORT (INCLUDING NEGLIGENCE SUBJECT TO AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES, OR IN ACCORDANCE WITH THE TERMS OF THIS ARTICLE XVIII FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN REIMBURSEMENT OF THE POSSIBILITY AMOUNTS SO PAID TO SUCH THIRD PARTY. FOR THE AVOIDANCE OF SUCH DAMAGES. DOUBT, THE FOREGOING LIMITATIONS SHALL NOT APPLY LIMIT EITHER PARTY’S RIGHT TO CLAIMS FOR BREACH OF THE OBLIGATIONS OF CONFIDENTIALITY (WHICH INCLUDES MISUSE OF COMPANY GUEST DATA AND CARDHOLDER DATA), INDEMNIFICATION RECOVER LOST REVENUES OR INFRINGEMENT OF THE BANK LICENSED MARKS OR COMPANY LICENSED MARKSPROFITS.

Notice and Additional Rights and Limitations. (a) If an Indemnified Party fails to give prompt notice of any claim being made or any suit or action being commenced in respect of which indemnification under this ARTICLE 16 Article XVII may be sought, such failure shall not limit the liability of the Indemnifying Party; provided, however, that this provision shall not be deemed to limit the Indemnifying Party’s rights to recover from the Indemnified Party for any loss, cost or expense which it can establish resulted from such failure to give prompt notice. (b) This ARTICLE 16 Article XVII shall govern the obligations of the parties Parties with respect to the subject matter hereof but shall not be deemed to limit the rights which any party that either Party might otherwise have at law or in equity. The indemnification provided in this Article XVIII shall not cover, and in no event shall any Party be liable to the other Party for, any indirect, consequential, incidental, exemplary, punitive or special damages or lost profits or revenues (“Indirect Damages”) claimed by the Indemnified Party, except that the indemnification provided for herein shall cover Indirect Damages for: (i) infringement, violation or misappropriation of Intellectual Property; (ii) gross negligence or recklessness or willful misconduct relating to the Program; or (iii) any breach of any obligations relating to Cardholder Data, Pier 1 Shopper Data, the Pier 1 Prospect List and Confidential Information. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENTWithout limiting their respective rights set forth elsewhere in this Article XVII, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECTand subject to the procedures for indemnification, CONSEQUENTIALany Indemnified Party will act in good faith, INCIDENTALwill use commercially reasonable efforts to mitigate any losses, SPECIALwill render to the Indemnifying Party such assistance as the Indemnifying Party may reasonably require in order to ensure a prompt and adequate defense to any suit, PUNITIVE OR EXEMPLARY DAMAGESclaim, WHETHER IN CONTRACTor proceeding, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS FOR BREACH OF THE OBLIGATIONS OF CONFIDENTIALITY (WHICH INCLUDES MISUSE OF COMPANY GUEST DATA AND CARDHOLDER DATA), INDEMNIFICATION OR INFRINGEMENT OF THE BANK LICENSED MARKS OR COMPANY LICENSED MARKSand shall consult regularly with the Indemnifying Party regarding the conduct of any proceeding or the taking of any action for which indemnification may be sought.