Limitation of Liability Clause Example with 5 Variations from Business Contracts
This page contains Limitation of Liability clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Limitation of Liability. (a) In the absence of gross negligence or intentional misconduct on its part, Continental shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement to the contrary notwithstanding, in no event shall Continental be liable for special, indirect, incidental, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Con...tinental has been advised of the likelihood of such damages and regardless of the form of action. Any liability of Continental will be limited to the amount of fees paid by the Company hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Continental's duties hereunder or the rights of the Company or of any holders surrendering certificates for shares of Common Stock pursuant to the Rights Offering, Continental shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Continental may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Continental and executed by the Company and each such stockholder and party. In addition, Continental may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders and all other parties that may have an interest in the settlement.View More
Variations of a "Limitation of Liability" Clause from Business Contracts
Limitation of Liability. (a) In the absence of gross negligence or intentional misconduct on its part, Continental shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement Agreement to the contrary notwithstanding, in no event shall Continental be liable for special, indirect, incidental, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), e...ven if Continental has been advised of the likelihood of such damages and regardless of the form of action. Any Notwithstanding anything to contrary herein, any liability of Continental with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to two times the amount of fees paid by the Company hereunder. Notwithstanding anything to the contrary herein, any liability of the Company with respect to, arising from, or arising in connection with this Agreement will be limited to two times the amount of fees paid by the Company hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Continental's duties hereunder or the rights of the Company or of any holders Record Holders surrendering certificates for shares of Common Stock pursuant to the Rights Offering, Continental shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Continental may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders Record Holders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Continental and executed by the Company and each such stockholder Record Holder and party. In addition, Continental may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders Record Holders and all other parties that may have an interest in the settlement. 6 14. Representations, Warranties and Covenants. The Company represents, warrants, and covenants that (a) it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation, (b) the making and consummation of the Rights Offering and the execution, delivery, and performance of all transactions contemplated thereby (including without limitation this Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the certificate of incorporation or bylaws of the Company or any indenture, agreement, or instrument to which either is a party or is bound, (c) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding obligation of the Company, enforceable against the Company in accordance with its terms, (d) the Rights Offering will comply in all material respects with all material applicable requirements of law, and (e) to the best of its knowledge, there is no litigation pending as of the date hereof in connection with the Rights Offering. View More
Limitation of Liability. (a) In the absence of gross negligence or intentional misconduct on its part, Continental the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement Agreement to the contrary notwithstanding, in no event shall Continental the Agent be liable for special, indirect, incidental, or consequential loss or damage of any kind whatsoever (including but not limited... to lost profits), even if Continental the Agent has been advised of the likelihood of such damages and regardless of the form of action. Any liability of Continental the Agent will be limited to the amount of fees paid by the Company hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Continental's the Agent's duties hereunder or the rights of the Company or of any holders surrendering certificates Certificates for shares of Common Stock pursuant to the Rights Offering or subscription agreements pursuant to the Public Offering, Continental the Agent shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has mutually settled between the parties hereto, or has been judicially settled (and Continental the Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders shareholders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Continental the Agent and executed by the Company and each such stockholder shareholder and party. In addition, Continental the Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders shareholders and all other parties that may have an interest in the settlement. View More
Limitation of Liability. (a) In the absence of gross negligence or intentional misconduct on its part, Continental the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement Agreement to the contrary notwithstanding, in no event shall Continental the Agent be liable for special, indirect, incidental, or consequential loss or damage of any kind whatsoever (including but not limited... to lost profits), even if Continental the Agent has been advised of the likelihood of such damages and regardless of the form of action. Any liability of Continental the Agent will be limited to the amount of fees paid by the Company hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Continental's the Agent's duties hereunder or the rights of the Company or of any holders surrendering certificates Certificates for shares of Common Stock pursuant to the Rights Offering, Continental the Agent shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has mutually settled between the parties hereto, or has been judicially settled (and Continental the Agent may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders shareholders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Continental the Agent and executed by the Company and each such stockholder shareholder and party. In addition, Continental the Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders shareholders and all other parties that may have an interest in the settlement. View More
Limitation of Liability. (a) In the absence of gross negligence or intentional misconduct on its part, Continental shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement Agreement to the contrary notwithstanding, in no event shall Continental be liable for special, indirect, incidental, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), e...ven if Continental has been advised of the likelihood of such damages and regardless of the form of action. Any Notwithstanding anything to contrary herein, any liability of Continental will with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to two times the amount of fees paid by the Company hereunder. Notwithstanding anything to the contrary herein, any liability of the Company with respect to, arising from, or arising in connection with this Agreement will be limited to two times the amount of fees paid by the Company hereunder. 6 (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Continental's duties hereunder or the rights of the Company or of any holders Record Holders surrendering certificates for shares of Common Stock pursuant to the Rights Offering, Continental shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Continental may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders Record Holders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Continental and executed by the Company and each such stockholder Record Holder and party. In addition, Continental may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders Record Holders and all other parties that may have an interest in the settlement. View More
Limitation of Liability. (a) In the absence of gross negligence or intentional misconduct on its part, Continental shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. Anything in this agreement Agreement to the contrary notwithstanding, in no event shall Continental be liable for special, indirect, incidental, or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), e...ven if Continental has been advised of the likelihood of such damages and regardless of the form of action. Any Notwithstanding anything to contrary herein, any liability of Continental with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to two times the amount of fees paid by the Company hereunder. Notwithstanding anything to the contrary herein, any liability of the Company with respect to, arising from, or arising in connection with this Agreement will be limited to two times the amount of fees paid by the Company hereunder. (b) In the event any question or dispute arises with respect to the proper interpretation of this Agreement or Continental's duties hereunder or the rights of the Company or of any holders Record Holders surrendering certificates for shares of Common Stock pursuant to the Rights Offering, Continental shall not be required to act and shall not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Continental may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all stockholders Record Holders and parties interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Continental and executed by the Company and each such stockholder Record Holder and party. In addition, Continental may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the stockholders Record Holders and all other parties that may have an interest in the settlement. View More
