Common use of WAIVER OF SPECIAL DAMAGES Clause in Contracts

WAIVER OF SPECIAL DAMAGES. Borrowers agree that neither Administrative Agent nor any Lender shall have any liability to any Borrower or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower or Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents and any applicable Swap Agreement, or any act, omission or event occurring in connection therewith, unless such losses result from the gross negligence or willful misconduct of the party from which recovery is sought or from a breach of any Loan Document or any applicable Swap Agreement by such party. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS SHALL NOT ASSERT, AND HEREBY WAIVE, ANY CLAIM AGAINST ADMINISTRATIVE AGENT AND LENDERS ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE OBLIGATIONS OR THE USE OF THE PROCEEDS THEREOF.

WAIVER OF SPECIAL DAMAGES. Borrowers agree Each Guarantor agrees that neither Administrative Agent nor any Lender shall not have any liability to any Borrower or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower or such Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents and any applicable Swap Agreement, or any act, omission or event occurring in connection therewith, unless such losses result from the gross negligence or willful misconduct of the party from which recovery is sought or from a breach of any Loan Document or any applicable Swap Agreement by such party. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS NO GUARANTOR SHALL NOT ASSERT, AND HEREBY WAIVEWAIVES, ANY CLAIM AGAINST ADMINISTRATIVE AGENT AND LENDERS LENDER ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT GUARANTY OR ANY OTHER LOAN DOCUMENT, THE OBLIGATIONS OR THE USE OF THE PROCEEDS THEREOF.

WAIVER OF SPECIAL DAMAGES. Borrowers agree Proposer agrees that neither Administrative Agent nor any Lender NYSERDA shall have any no liability to any Borrower or Guarantor Proposer (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower or Guarantor Proposer in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents and any applicable Swap this Commitment Agreement, or any act, omission or event occurring in connection therewith, unless such losses result from the gross negligence or willful misconduct of the party from which recovery is sought or from a breach of any Loan Document or any applicable Swap this Commitment Agreement by such party. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS NO PARTY HERETO SHALL NOT ASSERT, AND HEREBY WAIVEWAIVES, ANY CLAIM AGAINST ADMINISTRATIVE AGENT AND LENDERS ANY OTHER PARTY HERETO ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS COMMITMENT AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE OBLIGATIONS OR THE USE OF THE PROCEEDS THEREOF.

WAIVER OF SPECIAL DAMAGES. Borrowers agree Each Guarantor agrees that neither Administrative Agent nor any Lender NYSERDA shall have any no liability to any Borrower or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower or Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents and any applicable Swap Grant Agreement, or any act, omission or event occurring in connection therewith, unless such losses result from the gross negligence or willful misconduct of the party from which recovery is sought or from a breach of any Loan Document this Guaranty or any applicable Swap the Grant Agreement by such party. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS NO PARTY HERETO SHALL NOT ASSERT, AND HEREBY WAIVEWAIVES, ANY CLAIM AGAINST ADMINISTRATIVE AGENT AND LENDERS ANY OTHER PARTY HERETO ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT GUARANTY OR ANY OTHER LOAN DOCUMENTTHE GRANT AGREEMENT, THE GUARANTEED OBLIGATIONS OR THE USE OF THE PROCEEDS THEREOF.

WAIVER OF SPECIAL DAMAGES. Borrowers agree Guarantor agrees that neither Administrative Agent nor any Lender shall not have any liability to any Borrower or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower or such Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents and any applicable Swap AgreementDocuments, or any act, omission or event occurring in connection therewith, unless such losses result from the gross negligence or willful misconduct of the party from which recovery is sought or from a breach of any Loan Document or any applicable Swap Agreement by such party. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS NO GUARANTOR SHALL NOT ASSERT, AND HEREBY WAIVEWAIVES, ANY CLAIM AGAINST ADMINISTRATIVE AGENT AND LENDERS LENDER ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT GUARANTY OR ANY OTHER LOAN DOCUMENT, THE OBLIGATIONS OR THE USE OF THE PROCEEDS THEREOF.

WAIVER OF SPECIAL DAMAGES. Borrowers agree Guarantor agrees that neither Administrative Agent nor any Lender shall have any liability to any Borrower or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower or Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents and any applicable Swap Agreement, or any act, omission or event occurring in connection therewith, unless such losses result from the gross negligence or willful misconduct of the party from which recovery is sought or from a breach of any Loan Document or any applicable Swap Agreement by such party. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS GUARANTOR SHALL NOT ASSERT, AND HEREBY WAIVEWAIVES, ANY CLAIM AGAINST ADMINISTRATIVE AGENT AND EACH OF THE LENDERS ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT OR GUARANTY, ANY OTHER LOAN DOCUMENTDOCUMENT OR ANY SWAP AGREEMENT, THE OBLIGATIONS OR THE USE OF THE PROCEEDS THEREOF.

WAIVER OF SPECIAL DAMAGES. Borrowers agree Guarantor agrees that neither Administrative Agent nor any Lender shall have any liability to any Borrower or Guarantor (whether sounding in tort, contract or otherwise) for losses suffered by any Borrower or Guarantor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents and any applicable Swap Agreement, or any act, omission or event occurring in connection therewith, unless such losses result from the gross negligence or willful misconduct of the party from which recovery is sought or from a breach of any Loan Document or any applicable Swap Agreement by such party. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BORROWERS GUARANTOR SHALL NOT ASSERT, AND HEREBY WAIVEWAIVES, ANY CLAIM AGAINST ADMINISTRATIVE AGENT AND EACH OF THE LENDERS ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT OR GUARANTY, ANY OTHER LOAN DOCUMENTDOCUMENT OR ANY SWAP AGREEMENT, THE OBLIGATIONS OR THE USE OF THE PROCEEDS THEREOF.. SMRH:479595026.5 15