Purchaser Limitations. Except for a breach by a Purchaser of its obligations under Section 7.10, the Seller Group will not be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of any Seller Claim (other than punitive, incidental, indirect, special or consequential damages awarded against Seller as a result of a Third Party Claim), including damages for lost revenues, income, profits, or any other damage or loss resulting from the disruption to or loss of operation of the Generation Facility (except to the extent otherwise provided in Section 8.7(b)). The aggregate damages to which the Seller Group will be entitled from a Purchaser, in the aggregate, under Section 8.3(a)(ii) or Section 8.3(b)(ii), as applicable, shall be limited to such Purchaser's Proportionate Share of Twenty Million Dollars (U.S. $20,000,000).
Purchaser Limitations. IF THE CLOSING OCCURS, THE SELLER GROUP WILL NOT BE ENTITLED TO ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF ANY SELLER CLAIM, INCLUDING DAMAGES FOR LOST REVENUES, INCOME, PROFITS OR TAX BENEFITS, DIMINUTION IN THE VALUE OF THE FACILITIES OR ANY OTHER DAMAGE OR LOSS RESULTING FROM THE DISRUPTION TO OR LOSS OF OPERATION OF THE ASSETS, EXCEPT TO THE EXTENT DUE ON ANY THIRD PARTY CLAIM.
Purchaser Limitations. Except as provided in the Power Purchase --------------------- Agreements, the ComEd Group will not in any event be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of any ComEd Claim, including damages for lost revenues, income, profits or tax benefits, diminution in the value of the Sites or any portion thereof or any other damage or loss resulting from any disruption to or loss of operation of the Assets.
Purchaser Limitations. (i) The Seller Group shall not be entitled to any punitive, incidental, indirect, special or consequential damages included in any Seller Claim or otherwise resulting from, in connection with or arising out of this Agreement or the Ancillary Agreements, including such damages for lost revenues, income or profits, diminution in value of the Project or for any other damage or loss resulting from the disruption to or loss of operation of the Project and including any damage or loss resulting from or attributable to failure of the Facility Purchaser to consummate the transactions contemplated by the Facility Purchase Agreement;; provided that this limitation shall not apply to any Seller Claim for indemnification from any punitive, incidental, indirect, special or consequential damages awarded against Seller as a result of a Third Party Claim.
(ii) The aggregate damages to which the Seller Group shall be entitled under Section 7.2(a) shall be limited to (A) $1,817,324.00, with respect to Seller Claims asserted before the Closing, (B) $726,929.60, with respect to Seller Claims asserted after the Closing through the day before the date that is six months after the Closing Date, (C) $363,464.80, with respect to Seller Claims asserted on or after the date that is six months after the Closing Date through the date that is one year after the Closing Date and (D) $0 with respect to Seller Claims asserted thereafter.
(iii) Notwithstanding the foregoing, the limitations in paragraph (ii) above shall not apply with respect to Seller Claims resulting from, in connection with or arising out of any fraudulent act or intentional breach by Purchaser, which Seller Claims shall be instead limited to (A) $6,687,752.00, with respect to such Seller Claims asserted prior to October 15, 2005 if the Closing has not occurred by the time such Seller Claims are asserted, (B) $6,905,831.00, with respect to such Seller Claims asserted from October 15, 2005 through October 14, 2006 if the Closing has not occurred by the time such Seller Claims are asserted, and (C) $7,269,296.00, with respect to such Seller Claims asserted from October 15, 2006 through the Expiration Date if the Closing has not occurred by the time such Seller Claims are asserted.
Purchaser Limitations. If the Closing occurs, the Seller Group will not be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of any Seller Claim, including damages for lost revenues, income, profits or tax benefits, diminution in the value of the Facilities or any other damage or loss resulting from the disruption to or loss of operation of the Assets, except to the extent due on any Third Party Claim. The aggregate damages to which the Seller Group will be entitled to under SECTION 7.2(a)(ii) shall be limited to the Purchase Price.
Purchaser Limitations. (i) Subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i) if the Losses associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than Twenty Thousand Dollars ($20,000) (the “De Minimus Claim Amount”).
(ii) Subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i) unless and until the aggregate dollar amount of all Losses of the Purchaser Indemnified Parties for all claims relating to Losses that would otherwise be indemnifiable pursuant to Section 8.3(a)(i) exceeds One Million Dollars ($1,000,000) (the “Threshold Amount”), after which point Seller shall be required to provide indemnification with respect to all indemnifiable Losses with respect to any such claim for indemnification made pursuant to Section 8.3(a)(i) from dollar one. In addition, subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i), Section 8.3(a)(iii) or Section 8.3(a)(iv) to the extent that all claims made under any or all of such Sections are in an aggregate amount in excess of Ten Million Dollars ($10,000,000) (the “Indemnification Cap”).
Purchaser Limitations. The Seller Group shall not be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of any Seller Claim (other than punitive, incidental, indirect, special or consequential damages awarded against Seller as a result of a Third Party Claim), including damages for lost revenues, income, profits, or any other damage or loss resulting from the disruption to or loss of operation of the Project. The aggregate damages to which the Seller Group will be entitled under Section 7.2(a) shall be limited to Forty-Two Million Four Hundred Thousand Dollars ($42,400,000).
Purchaser Limitations. (a) Purchaser shall restrict the installation and use of the Licensed Software to two sites (logical), and to computer workstations at participating area control centers and SCADA centers, and will not use the Licensed Software to provide electric transmission jurisdiction, or to extend System applications or functions, beyond the control areas, as they exist on the Contract Date, of the electric utilities any part of whose service areas as of the Contract Date are within the California-Southern Nevada Area of the WSCC Sub- Region as shown on the map attached hereto as Annex F. There is no geographic limit on acquisition of transmission grid data or generation control/date acquisition via computer links to other independent control centers, ISO's, data banks or other communication channels to generators.
(b) Purchaser shall not reverse engineer, disassemble, or decompile any of the Licensed Software, including but not limited to Licensed Software provided by Supplier's licensors. Purchaser shall make all reasonable efforts to prevent any of its employees and subcontractors (other than those Subcontractors engaged by Supplier) from independently attempting any such prohibited activities;
(c) Purchaser shall not publish the results of any benchmark tests run on the Licensed Software;
(d) Purchaser recognizes and acknowledges the licensors of third party software included in the Licensed Software to be third party beneficiaries of this grant of license;
(e) Except as otherwise permitted in Section 30, Purchaser will not assign, timeshare, rent, or resell the Licensed Software to other persons, use the Licensed Software to provide consulting services to other persons at a profit, or reuse or install on third party systems the License Software;
(f) Purchaser shall protect the Licensed Software from disclosure to others in accordance with the provisions set forth in Section 14 of this Contract;
(g) Purchaser shall not permit use of Licensed Software applications that utilize third party software, as specified in the DSOWs, by more than the licensed number of concurrent users as specified in the DSOWs or such additional number of concurrent users for which additional license fees have been paid, or on any basis other than that for which such third party software has been licensed;
(h) Purchaser shall be bound by the license agreement terms required by third party software providers of any of the Licensed Software as specified in the DSOWs which are procured by Su...
Purchaser Limitations. (i) The aggregate liability of the Purchaser, together, pursuant to Section 8.3 shall under no circumstances exceed the Purchase Price; provided, however, that such limitation shall not apply to breach or inaccuracy of any Fundamental Representation or of any representation and warranty based on Fraud by the Purchaser.
(ii) Neither the Purchaser shall have liability pursuant to Section 8.3 with respect to a Loss to the extent arising from or relating to any change in any Laws or any judicial (or similar) interpretation after the Closing Date that has a retroactive effect.
Purchaser Limitations. The Seller Group shall not be entitled to any punitive, incidental, indirect, special or consequential damages included in any Seller Claim or otherwise resulting from, in connection with or arising out of this Agreement or the Ancillary Agreements, including such damages for lost revenues, income or profits, diminution in value of the Project or for any other damage or loss resulting from the disruption to or loss of operation of the Project; provided that this limitation shall not apply to any Seller Claim for indemnification from any punitive, incidental, indirect, special or consequential damages awarded against Seller as a result of a Third Party Claim. The aggregate damages to which the Seller Group shall be entitled under Section 7.2(a) shall be limited to (A) $23,182,676.00, with respect to Seller Claims asserted before the Closing, (B) $9,273,070.40, with respect to Seller Claims asserted after the Closing through the day before the date that is six months after the Closing Date, (C) $4,636,535.20, with respect to Seller Claims asserted on and after the date that is six months after the Closing Date through the date that is one year after the Closing Date and (D) $0 with respect to Seller Claims asserted thereafter. Notwithstanding the foregoing, the limitations in paragraph (ii) above shall not apply with respect to Seller Claims resulting from, in connection with or arising out of any fraudulent act or intentional breach by Purchaser.
