Remedies; Limitation of Liability. We are not liable for any damages related to a Contractor's failure to remove an excerpt or preview of the Work or update the version of the Work subject to this Agreement during its Term, provided that We have given notice of the requested change to such Contractor. We will not be liable to You for copyright infringement, or in any other way, for the failure of a retailer or Contractor to cease the production, sale and distribution of the Work to remove an excerpt or preview of the Work after this Agreement is terminated, provided that We have given notice of the requested change to such Contractor. We will continue to pay Royalties for any sales made by Us or Our Contractors after the termination of this Agreement. In the event that We publish the Work in any format other than the format selected and purchased by You, Your sole remedy will be the payment of Royalties on any sale of the Work in the non-selected format; and, upon written notice from You, We will delist and request Our Contractors to delist such version. The Parties intend that the payment of Royalties if a sale of the Work occurs after this Agreement is terminated or if the Work is published in a non-selected format constitutes Liquidated Damages and compensation, but not a penalty. The Parties acknowledge and agree that any harm to You caused by the publication of the Work in an non—selected format or a sale of the Work after this Agreement is terminated would be impossible or very difficult to accurately estimate at the time of making of this Agreement and at the time of such event occurs, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise. Our payment of the Liquidated Damages is Our sole liability and entire obligation, as well as Your exclusive remedy if such a sale or publication occurs. IN NO EVENT WILL OUR OR OUR CONTRACTORS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT, TORT (INCLUDING LIBEL AND NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO US BY YOU FOR THE APPLICABLE SERVICES. The exclusions and limitations in this Section will not apply to damages or other liabilities arising out of Our or Our Contractors’ gross negligence or willful or intentional misconduct.
Remedies; Limitation of Liability. (i) Except for liability arising from (i) death or bodily injury; or (ii) gross negligence, or willful misconduct, in any dispute between Registry Operator and/or ICANN on the one hand and Escrow Agent on the other hand, all liability of Escrow Agent, Registry Operator and/or ICANN related to this Escrow Agreement, if any, whether arising in contract, tort (including negligence) or otherwise, shall be limited to an amount equal to the then annual fees paid to Escrow Agent under this Escrow Agreement.
(ii) As between Registry Operator and ICANN the liability limitations of the Registry Agreement also apply.
(iii) In no event shall any party to this Escrow Agreement be liable to another party for any incidental, special, punitive or consequential damages, lost profits, any costs or expenses for the procurement of substitute services (excluding substitute escrow services), or any other indirect damages, whether arising in contract, tort (including negligence) or otherwise even if the possibility thereof may be known in advance to one or more parties.
(iv) Each party expressly reserves all rights in law or equity to enforce the provisions of this Escrow Agreement, subject only to the limitations set forth in this Section 11(a).
Remedies; Limitation of Liability. (i) Except for liability arising from (i) death or bodily injury; or (ii) gross negligence, or willful misconduct, in any dispute between Registry Operator and/or ICANN on the one hand and Escrow Agent on the other hand, all liability of Escrow Agent, Registry Operator and/or ICANN related to this Agreement, if any, whether arising in contract, tort (including negligence) or otherwise, shall be limited to an amount equal to the then annual fees paid to Escrow Agent under this Agreement.
(ii) As between Registry Operator and ICANN the liability limitations of the Registry Agreement also apply.
(iii) In no event shall any party to this Agreement be liable to another party for any incidental, special, punitive or consequential damages, lost profits, any costs or expenses for the procurement of substitute services (excluding substitute escrow services), or any other indirect damages, whether arising in contract, tort (including negligence) or otherwise even if the possibility thereof may be known in advance to one or more parties.
(iv) Each party expressly reserves all rights in law or equity to enforce the provisions of this Agreement, subject only to the limitations set forth in this Section 11(a).
Remedies; Limitation of Liability. (a) Notwithstanding any other provision of this Agreement, in no event shall the Members, the REIT or any of their Affiliates (including the Manager), on the one hand, or the Sub-Manager, on the other hand, be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Members, the REIT or their Affiliates, on the one hand, or the Sub-Manager, on the other hand, has been advised of the likelihood of such loss or damage and regardless of the form of action; provided, however, that in connection with any dispute between any Member Entities or the Manager, on the one hand, and the Sub-Manager, on the other hand, regarding the Sub-Manager’s right to receive payments under this Agreement, (x) if the Sub-Manager is finally determined to have been entitled to receive any amounts (not paid when due) under this Agreement, the Sub-Manager will be entitled to (1) reimbursement of reasonable costs and expenses (including attorneys’ fees) incurred in connection with such dispute and collection of such amounts and (2) interest accruing at the Interest Rate on such unpaid amounts from the date payment was originally due until actually paid, and (y) if the Sub-Manager is finally determined not to have been entitled to receive any amounts (not paid when due) under this Agreement, the Manager will be entitled to reimbursement of reasonable costs and expenses (including attorneys’ fees) incurred in connection with such dispute. Further, notwithstanding any other provision of this Agreement, neither the Manager nor either of the Members (or any of their respective Affiliates) shall be liable to the Sub-Manager for payment of a Sub-Manager Base Management Fee, Sub-Manager Termination Fee or any similar compensation except to the extent that the Manager, the applicable Members or such Affiliate (as the case may be) or its assignee has actually received a corresponding fee from the REIT or any Related Vehicles. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the spec...
Remedies; Limitation of Liability. The rights and remedies reserved to a party in this Agreement shall be cumulative with, and additional to, all other or further remedies provided to a party in law or equity. Subject to the exclusions set forth below, neither Customer nor the Supplier shall be liable to the other for any [*****] arising out of or relating to this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise, for events, acts or omissions in an [*****] amount in [*****] of [*****] the [*****], and subject to the exclusions set forth below, neither party shall be liable to the other party for [*****] (including [*****] or [*****]) or other [*****] that arise out of or are related to performance under this Agreement, whether based on an action or claim in contract, equity, negligence, tort (including strict liability) or otherwise. The exclusions of liability set forth above are not applicable to: (i) either party’s liability resulting from bodily injury or death or from damage to any real or personal property, (ii) either party’s indemnity obligation, including but not limited to the intellectual property or proprietary rights indemnity, as set forth in this Agreement, (iii) any breach of confidentiality obligations undertaken in Sections 5 and 6 of this Agreement, (iv) any breach or violation of a party’s intellectual property or proprietary rights, (v) liability resulting from a party’s [*****] or [*****] or [*****].
Remedies; Limitation of Liability. Revvity will not be responsible or liable for any Service problems or issues arising from (i) use of the Service by Customer or any User in breach of this Agreement; (ii) modification, alteration, or configuration of the Service by or for Customer that has not been authorized in writing by Revvity; (iii) hardware, software, technology, intellectual property, communications facilities, or equipment which has not been provided by Revvity; (iv) any act or omission of Customer or any User that prevents, delays, disturbs, or interferes with Revvity’s performance of its obligations hereunder; or (v) performance or security issues encountered with the Service that result from Customer’s failure to accept the application of Patches that are necessary for the proper function and security of the Service.
Remedies; Limitation of Liability. 9.01 Manager shall have no liability to the Owner Parties for violation of, breach of, non-compliance with or otherwise with respect to any provision of this Agreement other than to the extent any such liability is the result of the gross negligence, willful misconduct, fraud or any criminal act or omission of Manager, any of its Affiliates or any of their respective employees, and in such case, Manager’s liability shall be limited to the amount of Development Payments actually paid in cash to Manager and any indemnification pursuant to Section 9.04.
9.02 In no event shall any Party be liable to any other Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.
9.03 During the Term of this Agreement, at its own expense and not as a Seller Support Cost, Owner shall maintain commercial general liability insurance of not less than $2,000,000 per occurrence and in the aggregate, with Manager named as an additional named insured with respect to such insurance coverage. During the Term of this Agreement, at its own expense and not as a Development Cost, Manager shall maintain commercial general liability insurance of not less than $2,000,000 per occurrence and in the aggregate, with the Owner Parties named as additional named insureds with respect to such insurance coverage. Each Party shall provide evidence of its maintenance of insurance coverage pursuant to this Section 9.03 upon the reasonable request of the other Parties to this Agreement. Each Party shall waive all subrogation rights that its insurers may have or acquire again the other Party.
9.04 Manager agrees to indemnify, defend and hold harmless the Owner Parties and their respective owners, shareholders, members, managers, Affiliates, employees, agents and representatives from and against any and all third party claims, liabilities, demands, damages, losses, penalties and charges that result, or are alleged to have resulted, from the gross negligence, willful misconduct, fraud or any criminal act or omission of Manager, any of its Affiliates or any of their respective employees. Owner Parties agree to indemnify, defend and hold harmless Manager and their respective owners, shareholders, members, managers, Affiliates, employees, agents and representatives from and a...
Remedies; Limitation of Liability. END-CUSTOMER‟S SOLE REMEDY FOR BREACH OF THE FOREGOING LIMITED WARRANTY SHALL BE, AT PARTNER‟S OPTION, EITHER: REFUND THE PRORATED FEES FOR THE SERVICE PAID TO PARTNER; OR (II) REPAIR OR REPLACEMENT OF THE NON- CONFORMING EQUIPMENT AND/OR RE-PERFORMANCE OF THE NON-CONFORMING SERVICE. IN NO EVENT SHALL DELL/PARTNER/RESELLER OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR DAMAGES IN EXCESS OF THE FEES PAID FOR ANY EQUIPMENT AND SERVICE IN THE SIX (6) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GAVE RISE TO THE CLAIM.
Remedies; Limitation of Liability. Subject to the remainder of this Section, each party shall have all of its rights and remedies at law or in equity in the event of a breach by the other party. The parties further agree that their agreements under Sections 5, 6 and 7 hereof are of a unique, special and extraordinary character and that any breach or threatened breach by either party of any such provision shall cause the other party irreparable harm which cannot be remedied solely by damages. Therefore, in the event of any controversy concerning the rights or obligations under Sections 5, 6 or 7, such rights or obligations shall be enforceable in a court of competent jurisdiction at law or in equity by an injunction or a decree of specific performance or, if a party elects, by obtaining damages or such other relief as such party may elect to pursue. Such remedies, however, shall be cumulative and nonexclusive and shall be in addition to any other remedies which each party may have. Notwithstanding the foregoing, neither party, nor its affiliates, nor any of its or their directors, officers, employees, subcontractors or agents shall have any liability of any type (including, but not limited to, contract, negligence, and tort liability), for any loss of profits, opportunity or goodwill, or any type of special, incidental, indirect or consequential damage or loss in connection with or arising out of this Agreement or the Services performed or to be performed hereunder. In addition, in no event shall the collective, aggregate liability (including, but not limited to, contract, negligence and tort liability) of Quintiles or its affiliates, or Quintiles’ or its’ affiliates’ directors, officers, employees, subcontractors and agents, under this Agreement exceed the budget for the Project.
Remedies; Limitation of Liability. (a) If Societal CDMO fails to perform any part of the Services in accordance with the terms of this Agreement or any applicable Statement of Work, then without limiting any other remedies available to Client, Societal CDMO will, at Client’s option, either: (i) repeat that part of the Services at Societal CDMO’s costs except that Client will supply the API (except as provided below); or (ii) reimburse Client for the price for that part of the Services, excluding the cost of the API (except as provided below); provided, that Societal CDMO shall supply the API pursuant to (i) and shall reimburse Client for the cost of API pursuant to (ii) if Societal CDMO’s failure to perform Services is due to Societal CDMO’s gross negligence or willful misconduct.
(b) Client shall retain title and risk of loss to any API; provided, that Societal CDMO shall reimburse Client for the loss of any API resulting from Societal CDMO’s gross negligence or willful misconduct; provided that Societal CDMO’s obligation to reimburse Client for the cost of such API shall not exceed the greater of (i) [***] percent ([***]%) of the work actually performed by Societal CDMO under the applicable Statement of Work, and (ii) $[***].
(c) EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT OR WITH RESPECT TO LIABILITY FOR INDEMNIFICATION OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES WHATSOEVER WILL EITHER PARTY BE LIABLE TO THE OTHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR (I) ANY (DIRECT OR INDIRECT) DELAY, PENALTY, LOSS OF PROFITS, LOSS OF PRODUCTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF USE OF CLIENT’S PRODUCT, OR COSTS OF ANY SUBSTITUTE SERVICE OR (II) ANY OTHER LIABILITY, DAMAGE, COST OR EXPENSE OF ANY KIND INCURRED BY THE OTHER PARTY OF AN INDIRECT OR CONSEQUENTIAL NATURE, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF THESE DAMAGES.
