We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Exclusion of Damages definition

Exclusion of Damages. EXCEPT FOR: (I) A PARTY’S INDEMNIFICATION OBLIGATIONS ARISING FROM INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS PURSUANT TO SECTION 7, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF A PARTY'S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, SALES, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, GOODWILL, REPUTATION OR THE COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Examples of Exclusion of Damages in a sentence

  • The Limitation on and Exclusion of Damages clause above applies to breaches of this limited warranty.

  • If You obtained the Software in a Member State of the European Community, and You usually reside in such a country, then Section 9 (Limitation On and Exclusion of Damages) does not apply.

  • Our benefits, rights, and obligations related to Conditions of Use, Warranty Disclaimer, Customer Indemnification, Exclusion of Damages, Limitation of Liability, Confidentiality and Compliance with Law shall extend to our affiliates, related parties, business partners, licensors, and service providers.

  • Any provision of this XXXX that requires or contemplates execution after termination or expiration of this XXXX shall survive, including, but not limited to sections: 6 (Indemnification), 8 (Limited Warranty), 9 (Limitation and Exclusion of Damages), 12 (Term and Termination), 13 (General), and 14 (Special Provisions for Residents of Member States of the European Economic Community).

  • The parties expressly acknowledge and agree that Illumio has set its Fees and entered into this Agreement in part in reliance upon the Exclusion of Damages and Limitations of Liability specified herein, which allocate the risk between Illumio and Customer and form a basis of the bargain.

  • Licensor’s benefits, rights, and obligations related to Conditions of Use, Warranty Disclaimer, Customer Indemnification, Exclusion of Damages, Limitation of Liability, Confidentiality and Compliance with Law shall extend to our affiliates, related parties, business partners, licensors, and service providers.

  • The parties' respective rights and obligations under Ownership, Limited Warranty and Warranty Disclaimer, Exclusion of Damages and Limitation of Liability, will survive the termination of this Agreement.

  • Provisions of this Agreement that are intended to survive termination or expiration hereof to give effect to their intent or purpose shall survive the termination or expiration hereof, including Section 6 (Indemnification), Section 7 (Third Party Beneficiary of ISO Arrangement), Section 8 (Limitation of Liability), Section 9 (Exclusion of Damages), Section 10 (Disclaimer of Warranties) and Section 13 (Miscellaneous).

  • It is agreed that, Party B may use the Trademark as described under Article 2.1 by means of the licensed method of use as permitted by the laws.

  • The limitations in Sections 9.1 (Exclusion of Damages) and 9.2 (Limitation of Damages) do not apply to breaches of Section 5 (Confidentiality) or Section 7 (Proprietary Rights) or to any Party’s misappropriation of the other Party’s intellectual property.

Related to Exclusion of Damages

  • Cover Damages means, with respect to any Delivery Shortfall, an amount equal to (a) the positive net amount, if, any, by which the Replacement Price exceeds the applicable Price that would have been paid pursuant to Section 5.1 and the Cover Sheet, multiplied by the quantity of that Delivery Shortfall, plus (b) any applicable penalties and other costs assessed by ISO-NE or any other Person against Buyer as a result of Seller’s failure to deliver such Products in accordance with the terms of this Agreement. Buyer shall provide a statement for the applicable period explaining in reasonable detail the calculation of any Cover Damages.

  • Special Damages has the meaning set forth in Section 12.

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Direct Damage has the meaning given in clause 24.2; "Dispute" has the meaning given in clause 23.1;

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • Environmental Damages means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including reasonable fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, direct or indirect, foreseeable or unforeseeable, made, incurred, suffered or brought at any time and from time to time and arising in whole or in part from:

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Express warranty means an express warranty as set forth in sections 4-2-313 and 4-2.5-210, C.R.S. An express warranty shall cover every part of a new facilitative device.

  • Attorneys’ Fees means the full and actual cost of any legal services actually performed in connection with the matter involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to "reasonable attorneys' fees" as defined in any statute or rule of court.

  • Noneconomic damages ’ means damages for phys-

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Structural damage means a covered building, regardless of the date of its construction, has experienced the following.