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 Pine River Capital, the Company 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 Pine River Capital, the Company 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 Pine River 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, Pine River Capital nor 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 (other than any Final Payment or other final payment) except to the extent that the Manager, Pine River Capital or such Affiliate (as the case may be) or its assignee has actually received a corresponding fee from corresponding Public Vehicles (including the Company). 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 exte...
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. (a) Landlord will not be in default under this Lease unless Landlord fails to perform any of its obligations under this Lease within thirty (30) days after written notice from Tenant specifying the failure (unless the performance will, due to the nature of the obligation, require a period of time in excess of thirty (30) days, and, then only after a period of time that is reasonably necessary to cure the default as long as Landlord is diligently attempting to cure the default but not to exceed a total of one hundred twenty [120] days). Under no circumstances whatsoever shall Landlord ever be liable to Tenant for consequential damages or special damages. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term "Landlord" in this Lease shall mean only the owner, for the time being of the Premises, and if the owner transfers its interest in the Premises, the owner will thereupon be released and discharged from all obligations of Landlord thereafter accruing, but the obligations will be binding during the Lease Term upon each new owner for the duration of each owner's ownership. Any liability of Landlord under this Lease will be limited solely to its interest in the Premises, and in no event will any personal liability be asserted against Landlord in connection with this Lease nor will any recourse be had to any other property or assets of Landlord.
(b) In the event of any act or omission by Landlord that would give Tenant the right to exercise any remedy or take any other action against Landlord, Tenant may not exercise any such right until (i) it has given written notice of the act or omission to Landlord's Mortgagee whose name and address shall have been furnished to Tenant in writing, at the last address so furnished, and (ii) the period of time allowed Landlord for remedying such act or omission, but in any event not less than thirty (30) days, has elapsed following the giving of such notice, provided that following the giving of such notice, Landlord or Landlord's Mortgagee, with reasonable diligence, has commenced and continued to remedy the act or omission or to cause the same to be remedied. All of the rights and remedies provided in this Lease for the benefit of Landlord's Mortgagee inure to the benefit of the successors and assigns of Landlord's Mortgagee.
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. 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. 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. 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.
