Grouped Into 51 Collections of Similar Clauses From Business Contracts
This page contains Limitation of Liability clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Limitation of Liability. 34.1 If Landlord is in default under this Lease and, as a consequence, Tenant recovers a monetary judgment against Landlord, the judgment shall be satisfied only out of (a) the proceeds of sale received on execution of the judgment and levy against the right, title and interest of Landlord in the Buildings and the Project, (b) rent or other income from such real property receivable by Landlord or (c) the consideration received by Landlord from the sale, financing, refinancing or other dispositio...n of all or any part of Landlord's right, title or interest in the Buildings or the Project. 34.2 Landlord shall not be personally liable for any deficiency under this Lease. If Landlord is a partnership or joint venture, then the partners of such partnership shall not be personally liable for Landlord's obligations under this Lease, and no partner of Landlord shall be sued or named as a party in any suit or action, and service of process shall not be made against any partner of Landlord except as may be necessary to secure jurisdiction of the partnership or joint venture. If Landlord is a corporation, then the shareholders, directors, officers, employees and agents of such corporation shall not be personally liable for Landlord's obligations under this Lease, and no shareholder, director, officer, employee or agent of Landlord shall be sued or named as a party in any suit or action, and service of process shall not be made against any shareholder, director, officer, employee or agent of Landlord. If Landlord is a limited liability company, then the members of such limited liability company shall not be personally liable for Landlord's obligations under this Lease, and no member of Landlord shall be sued or named as a party in any suit or action, and service of process shall not be made against any member of Landlord except as may be necessary to secure jurisdiction of the limited liability company. No partner, shareholder, director, employee, member or agent of Landlord shall be required to answer or otherwise plead to any service of process, and no judgment shall be taken or writ of execution levied against any partner, shareholder, director, employee, member or agent of Landlord. 34.3 Each of the covenants and agreements of this Article shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by Applicable Laws and shall survive the expiration or earlier termination of this Lease. 34.4 If Tenant is a corporation, then the shareholders, directors, officers, employees and agents of such corporation shall not be personally liable for Tenant's obligations under this Lease, and no shareholder, director, officer, employee or agent of Tenant shall be sued or named as a party in any suit or action, and service of process shall not be made against any shareholder, director, -45- officer, employee or agent of Tenant. In no event will Tenant be liable for any consequential, speculative or punitive damages arising out of this Lease or a breach thereof by Tenant.View More
Limitation of Liability. 34.1 34.1. If Landlord is in default under this Lease and, as a consequence, Tenant recovers a monetary judgment against Landlord, the judgment shall be satisfied only out of (a) the proceeds of sale received on execution of the judgment and levy against the right, title and interest of Landlord in the Buildings and Premises, the Project, the Property or any portion thereof, (b) rent or other income from such real property receivable by Landlord or (c) the consideration received by Landlord from... the sale, financing, refinancing or other disposition of all or any part of Landlord's right, title or interest in the Buildings Premises, the Project, the Property or the Project. 34.2 any portion thereof. 34.2. Neither Landlord nor any of its affiliates, nor any of their respective partners, shareholders, directors, officers, employees, members or agents shall not be personally liable for any deficiency under this Lease. If Landlord is a partnership or joint venture, then the partners of such partnership shall not be personally liable for Landlord's obligations or any deficiency under this Lease, and no partner service of process shall not be made against any shareholder, director, officer, employee or agent of Landlord or any of Landlord's affiliates. No partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates shall be sued or named as a party in any suit or action, and service of process shall not be made against any partner of Landlord except as may be necessary to secure jurisdiction of the partnership or joint venture. If Landlord is a corporation, then the shareholders, directors, officers, employees and agents of such corporation shall not be personally liable for Landlord's obligations under this Lease, and no shareholder, director, officer, employee or agent of Landlord shall be sued or named as a party in any suit or action, and service of process shall not be made against any shareholder, director, officer, employee or agent of Landlord. If Landlord is a limited liability company, then the members of such limited liability company shall not be personally liable for Landlord's obligations under this Lease, and no member of Landlord shall be sued or named as a party in any suit or action, and service of process shall not be made against any member of Landlord except as may be necessary to secure jurisdiction of the partnership, joint venture or limited liability company. company, as applicable. No partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates shall be required to answer or otherwise plead to any service of process, and no judgment shall be taken or writ of execution levied against any partner, shareholder, director, officer, employee, member or agent of Landlord. 34.3 Landlord or any of its affiliates. 34.3. Each of the covenants and agreements of this Article shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by Applicable Laws and shall survive the expiration or earlier termination of this Lease. 34.4 If Tenant is a corporation, then the shareholders, directors, officers, employees and agents of such corporation shall not be personally liable for Tenant's obligations under this Lease, and no shareholder, director, officer, employee or agent of Tenant shall be sued or named as a party in any suit or action, and service of process shall not be made against any shareholder, director, -45- officer, employee or agent of Tenant. In no event will Tenant be liable for any consequential, speculative or punitive damages arising out of this Lease or a breach thereof by Tenant.View More
Limitation of Liability. Lessee, for himself and on behalf of his agents, guests, invitees, licensees, servants and employees, covenants and agrees that the insurance described in Section 8 hereof shall be the sole recourse for any and all liabilities, claims, demands, suits, causes of action, losses, penalties, fines, expenses or damages, including attorneys fees, court costs and witness fees, attributable to the use, operation or maintenance of the Aircraft pursuant to this Agreement or performance of or failure to pe...rform any obligation under this Agreement.View More
Limitation of Liability. Lessee, The parties, for himself themselves and on behalf of his agents, their representatives, guests, invitees, licensees, servants licensees and employees, covenants covenant and agrees agree that the insurance described in Section 8 hereof shall be the sole recourse for any and all liabilities, claims, demands, suits, causes of action, losses, penalties, fines, expenses or damages, including attorneys fees, court costs and witness fees, attributable to the use, operation or maintenance of th...e Aircraft pursuant to this Agreement or performance of or failure to perform any obligation under this Agreement. Agreement, except in the event that Lessor fails to obtain and maintain the insurance required hereunder or in the event of the gross negligence of the party at fault. View More
Limitation of Liability. Lessee, The parties, for himself themselves and on behalf of his agents, their representatives, guests, invitees, licensees, servants licensees and employees, covenants covenant and agrees agree that the insurance described in Section 8 hereof shall be the sole recourse for any and all liabilities, claims, demands, suits, causes of action, losses, penalties, fines, expenses or damages, including attorneys fees, court costs and witness fees, attributable to the use, operation or maintenance of th...e Aircraft pursuant to this Agreement or performance of or failure to perform any obligation under this Agreement. Agreement, except in the event that Lessor fails to obtain and maintain the insurance required hereunder or in the event of the gross negligence of the party at fault. View More
Limitation of Liability. In no event shall Licensor be liable for personal injury or tangible property damages, whether direct or otherwise, arising out of Licensee's practice of the Licensed ODURF Patents, or Licensee's commercialization of Licensed Products, whether arising from use by Licensee or any third party of the Licensed ODURF Patents or the Licensed Products. In no event shall a Party be liable for lost or prospective profits, special, incidental, punitive or consequential damages, whether or not a Party has ...been advised of the possibility of such damages, nor for any claim by a third party against Licensee for such damages. Notwithstanding the provisions of this Section 11, Licensor is not relieved of any liability for breaches of the terms of this Agreement, including breaches of the warranties and representations made herein. The foregoing limitations of liability and exclusion of certain damages shall apply regardless of the success of effectiveness of other remedies and regardless of the expiration or termination of this Agreement for any reason.View More
Limitation of Liability. In no event shall Licensor be liable for personal injury or tangible property damages, whether direct or otherwise, arising out of Licensee's practice of the Licensed ODURF Patents, or Licensee's commercialization of Licensed Products, whether arising from use by Licensee or any third party of the Licensed ODURF Patents or the Licensed Products. In no event shall a Party be liable for lost or prospective profits, special, incidental, punitive or consequential damages, whether or not a Party has ...been advised of the [*** Confidential] indicates material omitted and subject to a confidential information request, which has been filed separately with the SEC. 20 possibility of such damages, nor for any claim by a third party against Licensee for such damages. Notwithstanding the provisions of this Section 11, Licensor is not relieved of any liability for breaches of the terms of this Agreement, including breaches of the warranties and representations made herein. The foregoing limitations of liability and exclusion of certain damages shall apply regardless of the success of effectiveness of other remedies and regardless of the expiration or termination of this Agreement for any reason. View More
Limitation of Liability. 12.1 Limitation of Liability. EXCEPT AS OTHERWISE SET FORTH IN SECTION 12.3, IN NO EVENT WILL A PARTY'S LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF: (i) AGGREGATE FEES AND REIMBURSABLE EXPENSES PAID TO NANTOMICS UNDER THIS AGREEMENT (INCLUDING AMOUNTS ALREADY PAID AND AMOUNTS THAT HAVE ACCRUED BUT NOT YET BEEN PAID) IN THE EIGHTEEN (18) MONTH PERIOD PRECEDING THE CLAIM AND (ii) ONE MILLION DOLLARS ($1,000,000). 12.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN SE...CTION 12.3, IN NO EVENT WILL ANY PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POTENTIAL FOR SUCH DAMAGES, OR WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, TORT, OR OTHERWISE. 12.3 Exceptions. The exclusions in Section 12.1 and 12.2 will not apply to (a) Losses arising out of or relating to a Party's knowing or negligent failure to comply with its obligations under Section 4 (Licenses and Intellectual Property Ownership) or Section 7 (Regulatory Matters) or failure to comply with Section 8 (Confidentiality); (b) amounts finally awarded by a court of competent jurisdiction to third party claimants which are obligated to be covered under a Party's indemnification obligations under Section 11; (c) Losses arising from a Party's gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts; or (d) a Party's obligation to pay attorneys' fees and other costs pursuant to Section 16.9(e). 12.4 Essential Basis. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.View More
Limitation of Liability. 12.1 20.1 Limitation of Liability. EXCEPT AS OTHERWISE SET FORTH IN SECTION 12.3, 20.3, IN NO EVENT WILL A PARTY'S LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF: (i) AGGREGATE FEES AND REIMBURSABLE EXPENSES PAID TO NANTOMICS SUCH PARTY BY THE OTHER PARTY UNDER THIS AGREEMENT (INCLUDING AMOUNTS ALREADY PAID AND AMOUNTS THAT HAVE ACCRUED BUT NOT YET BEEN PAID) IN THE EIGHTEEN (18) MONTH PERIOD PRECEDING THE CLAIM AND (ii) ONE TWO MILLION DOLLARS ($1,000,000). 12.2 ($2,000,000). THIS EXHIBIT... HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 20.2 EXCLUSION OF CONSEQUENTIAL DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN SECTION 12.3, 20.3, IN NO EVENT WILL ANY PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POTENTIAL FOR SUCH DAMAGES, OR WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, TORT, OR OTHERWISE. 12.3 20.3 Exceptions. The exclusions in Section 12.1 20.1 and 12.2 20.2 will not apply to (a) Losses losses arising out of or relating to a Party's knowing or negligent failure to comply with its obligations under Section 4 6 (Licenses and Intellectual Property Ownership) or Section 7 (Regulatory Matters) Property) or failure to comply with Section 8 13 (Regulatory Matters) or Section 16 (Confidentiality); (b) amounts finally awarded by a court of competent jurisdiction to third party claimants which are obligated to be covered under a Party's indemnification obligations under Section 11; 19; (c) Losses losses arising from a Party's gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts; or (d) a Party's obligation to pay attorneys' fees and other costs pursuant to Section 16.9(e). 12.4 25.9(e). 20.4 Essential Basis. THE DISCLAIMERS, EXCLUSIONS EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS EXCLUSIONS, OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT. THE DISCLAIMERS, EXCLUSIONS EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. View More
Limitation of Liability. 7.1 Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 7.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY'S TOTAL LIA...BILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO THAT PARTY UNDER THIS AGREEMENT.View More
Limitation of Liability. 7.1 8.1 Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 7.2 8.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY'S T...OTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO THAT PARTY UNDER THIS THE REVENUE SHARING AGREEMENT. View More
Limitation of Liability. IN NO EVENT SHALL PBM BE LIABLE TO THE COMPANY, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED OR DELIVERED PURSUANT TO THIS AGREEMENT EVEN IF IT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. PBM'S TOTAL LIABILITY TO THE COMPANY FOR ALL CLAIMS ARISING O...UT OF, OR RELATING TO, THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE TOTAL PAYMENTS RECEIVED BY PBM UNDER THIS AGREEMENT.View More
Limitation of Liability. IN NO EVENT SHALL PBM EITHER PARTY BE LIABLE TO THE COMPANY, OTHER PARTY, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA OR OTHER SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF, OR IN 3 CONNECTION WITH, THIS AGREEMENT OR ANY SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED OR DELIVERED PURSUANT TO THIS AGREEMENT EVEN IF IT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. PBM'S EACH PARTY'S TOTAL LIABILIT...Y TO THE COMPANY OTHER PARTY FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE TOTAL PAYMENTS RECEIVED BY PBM UNDER THIS AGREEMENT. View More
Limitation of Liability. EXECUTIVE AGREES THAT REGARDLESS OF THE FORM OF ANY CLAIM, EXECUTIVES' SOLE REMEDY AND COMPANY OBLIGATION WITH RESPECT TO ANY CLAIMS MADE RELATED TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY THIS AGREEMENT, AND IN ALL CASES EXECUTIVE'S REMEDIES SHALL BE LIMITED SPECIFICALLY TO COMPANY AND NOT TO ASSETS OR PERSONAL AND BUSINESS INTERESTS OF COMPANY FOUNDERS, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, PARTNERS AND AFFILIATES. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL COMPANY..., ITS FOUNDERS, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, PARTNERS AND AFFILIATES BE LIABLE FOR PERSONAL, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS REGARDLESS OF WHETHER COMPANY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.View More
Limitation of Liability. EXECUTIVE AGREES THAT REGARDLESS OF THE FORM OF ANY CLAIM, EXECUTIVES' SOLE REMEDY AND COMPANY OBLIGATION WITH RESPECT TO ANY CLAIMS MADE RELATED TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY THIS AGREEMENT, AND IN ALL CASES EXECUTIVE'S REMEDIES SHALL BE LIMITED SPECIFICALLY TO ENFORCEABLE ONLY AGAINST THE COMPANY AND NOT TO ASSETS OR PERSONAL AND BUSINESS INTERESTS OF COMPANY FOUNDERS, OWNERS, OTHER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, PARTNERS AND AFFILIATES. IT I...S EXPRESSLY AGREED THAT IN NO EVENT SHALL COMPANY, ITS THE COMPANY'S FOUNDERS, OWNERS, OTHER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, PARTNERS AND AFFILIATES BE LIABLE FOR PERSONAL, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS REGARDLESS OF WHETHER THE COMPANY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY. View More
Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOSS OF INCOME, PROFIT, INTEREST OR SAVINGS BY THE OTHER PARTY OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY, ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE SALE OR USE OF ANY PLASMA, REGARDLESS OF THE FORM OF ACTION, AND WHETHER IN CONTRACT, INDEMNITY, WARRANTY OR TORT INCLUDING WITHOUT LIMITATION STRICT LIABILITY AND NEGLIGENCE OR ANY OTHER LEGAL OR E...QUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THIS LIMITATION WILL NOT APPLY TO ANY LIABILITY FOR DAMAGES THAT MAY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. The Party from whom indemnity is sought shall be entitled at its option to defend or control the defense and/or settlement of any such claim. Each Party shall notify the other of any claim or potential claim or liability as soon as it becomes aware that such claim, potential claim or liability has arisen and shall provide to the other, all-reasonable assistance in respect thereof.View More
Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOSS OF INCOME, PROFIT, INTEREST OR SAVINGS BY THE OTHER PARTY OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY, ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE SALE OR USE OF ANY PLASMA, NSP, REGARDLESS OF THE FORM OF ACTION, AND WHETHER IN CONTRACT, INDEMNITY, WARRANTY OR TORT INCLUDING WITHOUT LIMITATION STRICT LIABILITY AND NEGLIGENCE OR ANY OTHER LEGAL... OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THIS LIMITATION WILL NOT APPLY TO ANY LIABILITY FOR DAMAGES THAT MAY RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. The Party from whom indemnity is sought shall be entitled at its option to defend or control the defense and/or settlement of any such claim. Each Party shall notify the other of any claim or potential claim or liability as soon as it becomes aware that such claim, potential claim or liability has arisen and shall provide to the other, all-reasonable assistance in respect thereof.View More
Limitation of Liability. The Company is not liable for any damage caused by the exercise of its discretion as authorized by these Escrow Provisions for any reason, except gross negligence or willful misconduct. The Company is not liable for honest mistakes of judgment or for losses or liabilities due to honest mistakes of judgment.
Limitation of Liability. The Company is will not be liable for any damage caused by the exercise of its discretion as authorized by these Escrow Provisions for any reason, except gross negligence or willful misconduct. The Company is will not be liable for honest mistakes of judgment or for losses or liabilities due to such honest mistakes of judgment.
Limitation of Liability. NEITHER PARTY NOR ITS AFFILIATES WILL BE LIABLE TO THE OTHER PARTY AND/OR ITS AFFILIATES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH (a) CSG'S PROVISION OF THE NEW PAYMENT GATEWAY SERVICES HEREUNDER, OR (b) THE PERFORMANCE OR FAILURE TO PERFORM SUCH PARTY'S OBLIGATIONS ARISING PURSUANT TO THE NEW PAYMENT GATEWAY SERVICE, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OF NEW PAYMENT GATEWAY SERVICES HEREUNDER, IN EXCESS OF THE LESSER OF (i) **** ******* ******** ******* ($**********) OR (ii)... **** ******** **** ** ******** *** *** *** ******* ******* ******* (in either event, the "Payment Gateway Liability Cap"). NOTWITHSTANDING THE FOREGOING LIMITATIONS, THE LIMITATION OF LIABILITY PROVIDED IN THIS SECTION FOR DIRECT DAMAGES SHALL NOT (A) APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, (B) apply TO THE EXTENT THAT THE LIABILITY ARISES OR RESULTS FROM FRAUD OR (C) BE CONSTRUED OR APPLIED SO AS TO LIMIT OR REDUCE (1) EITHER PARTY'S LIABILITY IN CONNECTION WITH GROSSLY NEGLIGENT ACTS RESULTING IN TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY; OR (2) ANY INDEMNIFICATION OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13 (INDEMNITY) of the agreement OR SECTION 21 (CONFIDENTIALITY) of the agreement. CSG shall not be responsible for any interchange fees or for any downgrade or shift in interchange qualification arising out of or in connection with the New Payment Gateway Service. *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. SOLELY WITH REGARD TO THE NEW PAYMENT GATEWAY SERVICE, CSG SHALL NOT BE LIABLE TO CUSTOMER FOR PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY CARD PROCESSOR, CARD ACQUIRER, ISSUING BANK, CARD ASSOCIATION, OR COMMUNICATIONS PROVIDER EXCEPT TO THE EXTENT THAT CSG CONTROLS, SUPERVISES OR DIRECTS THE ACTION OF ANY SUCH PARTY.View More
Limitation of Liability. 15.1 EXCEPT AS SET FORTH IN SECTION 15.2 BELOW, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING FROM OR OUT OF OR RELATING TO THIS AGREEMENT EXCEED [**************]. EXCEPT AS SET FORTH IN SECTION 15.2 BELOW, NEITHER PARTY NOR ITS AFFILIATES WILL SHALL BE LIABLE TO THE OTHER PARTY AND/OR ITS AFFILIATES OR ANY THIRD PARTY FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL... OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH (a) CSG'S PROVISION ANY MANNER RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE NEW PAYMENT GATEWAY SERVICES HEREUNDER, FORM OF ACTION AND WHETHER OR (b) NOT SUCH OTHER PARTY OR THIRD PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE PERFORMANCE OR FAILURE TO PERFORM SUCH PARTY'S OBLIGATIONS ARISING POSSIBILITY OF 21 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE NEW PAYMENT GATEWAY SERVICE, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OF NEW PAYMENT GATEWAY SERVICES HEREUNDER, IN EXCESS AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE LESSER OF (i) **** ******* ******** ******* ($**********) OR (ii) **** ******** **** ** ******** *** *** *** ******* ******* ******* (in either event, the "Payment Gateway Liability Cap"). NOTWITHSTANDING SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS SUCH DAMAGES. 15.2 THE FOREGOING LIMITATIONS, THE LIMITATION LIMITATIONS OF LIABILITY PROVIDED SET FORTH IN THIS SECTION FOR DIRECT DAMAGES 15.1 ABOVE SHALL NOT (A) APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, OR COVER: (A) VENDOR'S OBLIGATIONS PURSUANT TO [**********]; (B) apply TO THE EXTENT THAT THE LIABILITY ARISES OR RESULTS FROM FRAUD OR (C) BE CONSTRUED OR APPLIED SO AS TO LIMIT OR REDUCE (1) EITHER PARTY'S LIABILITY IN CONNECTION WITH GROSSLY NEGLIGENT ACTS RESULTING IN TANGIBLE PROPERTY DAMAGE OR PERSONAL INJURY; OR (2) ANY INDEMNIFICATION OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, THE INDEMNIFICATION BREACH BY VENDOR OF ITS OBLIGATIONS SET FORTH IN SECTION 13 (INDEMNITY) of the agreement [********]; OR SECTION 21 (CONFIDENTIALITY) of the agreement. CSG shall not be responsible for any interchange fees or for any downgrade or shift in interchange qualification arising out of or in connection with the New Payment Gateway Service. *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. SOLELY (C) ANY COSTS, DAMAGES, EXPENSES, INTEREST, PENALTIES, FINES, OR REASONABLE LOSSES OF REVENUE INCURRED AS A RESULT OF VENDOR'S OR VENDOR'S AGENTS' (INCLUDING ANY VENDOR SUBCONTRACTOR'S) [********] OR [********] IN CONNECTION WITH REGARD THE [*********] WHICH ARE THE PROXIMATE CAUSE OF DAMAGE TO THE NEW PAYMENT GATEWAY SERVICE, CSG SHALL NOT BE LIABLE TO CUSTOMER FOR PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY CARD PROCESSOR, CARD ACQUIRER, ISSUING BANK, CARD ASSOCIATION, OR COMMUNICATIONS PROVIDER EXCEPT TO THE EXTENT THAT CSG CONTROLS, SUPERVISES OR DIRECTS THE ACTION OF ANY SUCH PARTY. CUSTOMER. View More
