Common use of Overall Limitation of Liability Clause in Contracts

Overall Limitation of Liability. Notwithstanding any other provision of this Agreement, (a) Contractor's maximum liability for the aggregate of Block Delay Liquidated Damages, Facility Delay Liquidated Damages and Block Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (b) Contractor's maximum liability for Final Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (c) Contractor's cumulative maximum liability for liquidated damages described in subclauses (a) and (b) above, under this Agreement shall not exceed *** percent (***%) of the Contract Price and (d) Contractor's cumulative maximum liability to Owner under this Agreement shall not exceed (i) for the period through the Facility Substantial Completion Date with respect to any claim arising on or before the Facility Substantial Completion Date (even if actually claimed or ultimately resolved or due after the Facility Substantial Completion Date), *** (***%) of the Contract Price and (ii) for the period after the Facility Substantial Completion Date with respect to any claim arising after the Facility Substantial Completion Date, *** percent (***%) of the Contract Price. The foregoing limitation of liability shall not apply with respect to claims made by, damages incurred by, or amounts payable to third parties pursuant to an indemnity given hereunder or claims arising out of Contractor's fraud or willful misconduct. To the extent any provision of this Agreement establishes a lower limit of liability of a Party with respect to a particular component or type of liability, such lower limit of liability shall control with respect to the relevant component or type of liability. Any *** paid by Contractor hereunder plus *** shall be included in and count toward Contractor's cumulative maximum liability as provided above. Notwithstanding anything herein to the contrary, no liabilities of Contractor to Owner covered by insurance carried by Contractor pursuant to Article 23 (except deductibles paid by Contractor) shall be included in Contractor's aggregate liability for the purposes of determining the limit on Contractor's liability to Owner pursuant to this Agreement.

Overall Limitation of Liability. Notwithstanding any other provision of this Agreement, (a) Contractor's maximum Notwithstanding anything to the contrary contained in this Agreement but subject to the immediately succeeding sentence, the Parties agree that the Advisory Consortium’s total liability to the Client for all claims of any kind as a result of breach of contract, delays, warranty, tort, strict liability or otherwise, for any loss or damage arising out of, connected with, or resulting from the aggregate Services, Scope of Block Delay Liquidated DamagesWork or Deliverables, Facility Delay Liquidated Damages and Block Capacity Liquidated Damages including any liquidated damages payable under the Agreement, shall in not case exceed *** one hundred percent (***100%) of the Contract Priceaggregate of Fees received from the Clients (the Advisory Consortium’s Liability Cap). Notwithstanding the above, (b) Contractor's maximum the Advisory Consortium’s liability for Final Capacity Liquidated Damages shall not be limited, and no credit shall be issued against the Advisory Consortium’s Liability Cap, for any loss or damage arising out of or connected with the Advisory Consortium’s willful misconduct, gross negligence and fraud. Furthermore, notwithstanding anything to the contrary contained in this Agreement but subject to the immediately succeeding sentence, the Parties agree that the Client's total liability to the Advisory Consortium for all claims of any kind as a result of breach of contract, delays, warranty, tort, strict liability or otherwise, for any loss or damage arising out of, connected with, or resulting from the Services, Scope of Work or Deliverables, including any liquidated damages payable under the Agreement (if any) shall in no case exceed *** one hundred percent (***100%) of the Contract Priceaggregate of Fees (the Client’s Liability Cap). Notwithstanding the above, the Client's liability shall not be limited, and no credit shall be issued against the Clients Liability Cap, for any loss or damage arising out of or connected with the Client’s willful misconduct, gross negligence and fraud. (b) This Section shall however not limit the liability of the Advisory Consortium where its liability cannot be limited in accordance with Applicable Laws. (c) ContractorIn no event shall the Advisory Consortium or the Clients be liable to the other or to either's cumulative maximum agent or subcontractor or to any third party for any consequential, special, incidental or indirect losses or damages (including loss of future profits) for any reason, whether arising in contract, warranty, tort, negligence, strict liability for liquidated or otherwise. Such waiver of consequential loss or damages described in subclauses does not apply to (a) and the Advisory Consortium’s or the Client's obligations, to the extent provided hereunder, to indemnify each other from third party liability for consequential losses or damages directly arising from bodily injury or property damage or (b) aboveto the Advisory Consortium’s or the Client's obligations, under this Agreement shall not exceed *** percent (***%) of the Contract Price and (d) Contractor's cumulative maximum liability to Owner under this Agreement shall not exceed (i) for the period through the Facility Substantial Completion Date with respect to pay any claim arising on or before the Facility Substantial Completion Date (even if actually claimed or ultimately resolved or due after the Facility Substantial Completion Date)amounts, *** (***%) of the Contract Price and (ii) for the period after the Facility Substantial Completion Date with respect to any claim arising after the Facility Substantial Completion Date, *** percent (***%) of the Contract Price. The foregoing limitation of liability shall not apply with respect to claims made by, damages incurred bycosts, or amounts payable to third parties pursuant to an indemnity given hereunder or claims arising out of Contractor's fraud or willful misconduct. To damages that are expressly provided for and set forth in the extent any provision of this Agreement establishes a lower limit of liability of a Party with respect to a particular component or type of liability, such lower limit of liability shall control with respect to the relevant component or type of liability. Any *** paid by Contractor hereunder plus *** shall be included in and count toward Contractor's cumulative maximum liability as provided above. Notwithstanding anything herein to the contrary, no liabilities of Contractor to Owner covered by insurance carried by Contractor pursuant to Article 23 (except deductibles paid by Contractor) shall be included in Contractor's aggregate liability for the purposes of determining the limit on Contractor's liability to Owner pursuant to this Agreement.

Overall Limitation of Liability. Notwithstanding any other provision of this Agreement, (a) Contractor's maximum liability for the aggregate of Block Delay Liquidated Damages, Facility Delay Liquidated Damages and Block Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (b) Contractor's maximum liability for Final Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (c) Contractor's cumulative maximum liability for liquidated damages described in subclauses (a) and (b) above, under this Agreement shall not exceed *** percent (***%) of the Contract Price and (d) Contractor's cumulative maximum liability to Owner under this Agreement shall not exceed (i) for the period through the Facility Substantial Completion Date with respect to any claim arising on or before the Facility Substantial Completion Date (even if actually claimed or ultimately resolved or due after the Facility Substantial Completion Date), *** (***%) of the Contract Price and (ii) for the period after the Facility Substantial Completion Date with respect to any claim arising after the Facility Substantial Completion Date, *** percent (***%) of the Contract Price. The foregoing limitation of liability shall not apply with respect to claims made by, damages incurred by, or amounts payable to third parties pursuant to an indemnity given hereunder or claims arising out of Contractor's fraud or willful misconduct. To the extent any provision of this Agreement establishes a lower limit of liability of a Party with respect to a particular component or type of liability, such lower limit of liability shall control with respect to the relevant component or type of liability. Any *** paid by Contractor *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. hereunder plus *** shall be included in and count toward Contractor's cumulative maximum liability as provided above. Notwithstanding anything herein to the contrary, no liabilities of Contractor to Owner covered by insurance carried by Contractor pursuant to Article 23 (except deductibles paid by Contractor) shall be included in Contractor's aggregate liability for the purposes of determining the limit on Contractor's liability to Owner pursuant to this Agreement.

Overall Limitation of Liability. Notwithstanding any other provision of this Agreement, (a) Contractor's maximum liability for the aggregate of Block Delay Liquidated Damages, Facility Delay Liquidated Damages and Block Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (b) Contractor's maximum liability for Final Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (c) Contractor's cumulative maximum liability for liquidated damages described in subclauses (a) and (b) above, under this Agreement shall not exceed *** percent (***%) of the Contract Price and (d) Contractor's cumulative maximum liability to Owner under this Agreement shall not exceed (i) for the period through the Facility Substantial Completion Date with respect to any claim arising on or before the Facility Substantial Completion Date (even if actually claimed or ultimately resolved or due after the Facility Substantial Completion Date), *** (***%) of the Contract Price and (ii) for the period after the Facility Substantial Completion Date with respect to any claim arising after the Facility Substantial Completion Date, *** percent (***%) of the Contract Price. The foregoing limitation of liability shall not apply with respect to claims made by, damages incurred by, or amounts payable to third parties pursuant to an indemnity given hereunder or claims arising out of Contractor's fraud or willful misconduct. To the extent any provision of this Agreement establishes a lower limit of liability of a Party with respect to a particular component or type of liability, such lower limit of liability shall control with respect to the relevant component or type of liability. Any *** paid by Contractor hereunder plus *** shall be included in and count toward Contractor's cumulative maximum liability as provided above. Notwithstanding anything herein to the contrary, no liabilities of Contractor to Owner covered by insurance carried by Contractor pursuant to Article 23 (except deductibles paid by Contractor) shall be included in Contractor's aggregate liability for the purposes of determining the limit on Contractor's liability to Owner pursuant to this Agreement. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Overall Limitation of Liability. Notwithstanding any other provision of this Agreement, (a) Contractor's maximum liability for the aggregate of Block Delay Liquidated Damages, Facility Delay Liquidated Damages and Block Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (b) Contractor's maximum liability for Final Capacity Liquidated Damages shall not exceed *** percent (***%) of the Contract Price, (c) Contractor's cumulative maximum liability for liquidated damages described in subclauses (a) and (b) above, under this Agreement shall not exceed *** percent (***%) of the Contract Price and (d) Contractor's cumulative maximum liability to Owner under this Agreement shall not exceed (i) for the period through the Facility Substantial Completion Date with respect to any claim arising on or before the Facility Substantial Completion Date (even if actually claimed or ultimately resolved or due after the Facility Substantial Completion Date), *** (***%) of the Contract Price and (ii) for the period after the Facility Substantial Completion Date with respect to any claim arising after the Facility Substantial Completion Date, *** percent (***%) of the Contract Price. The foregoing limitation of liability shall not apply with respect to claims made by, damages incurred by, or amounts payable to third parties pursuant to an indemnity given hereunder or claims arising out of Contractor's fraud or *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. willful misconduct. To the extent any provision of this Agreement establishes a lower limit of liability of a Party with respect to a particular component or type of liability, such lower limit of liability shall control with respect to the relevant component or type of liability. Any *** paid by Contractor hereunder plus *** shall be included in and count toward Contractor's cumulative maximum liability as provided above. Notwithstanding anything herein to the contrary, no liabilities of Contractor to Owner covered by insurance carried by Contractor pursuant to Article 23 (except deductibles paid by Contractor) shall be included in Contractor's aggregate liability for the purposes of determining the limit on Contractor's liability to Owner pursuant to this Agreement.