Limitation of Liability Contract Clauses (3,943)

Limitation of Liability. Notwithstanding anything in this Agreement to the contrary, Galileo's cumulative liability for any loss or damage, direct or indirect, for any cause whatsoever (including, but not limited to those arising out of or related to this Agreement) with respect to claims (whether third party claims, indemnity claims or otherwise) relating to events in any one Processing Year shall not under any circumstances exceed the amount of [*****] percent of the Processing Fees paid to Galileo pursuant to this Ag...reement for Services performed in the immediately preceding Processing Year, or, in the case of Processing Year [*****] percent of the total Processing Fees collected as of the date such claim is made against Galileo. 6.2 No Special Damages. IN NO EVENT SHALL GALILEO OR CUSTOMER BE LIABLE UNDER ANY THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. View More

Limitation of Liability. (a) Notwithstanding anything herein to the contrary: (i) in the event that Lender and/or its designee forecloses on any Security Instrument (or accepts a deed in lieu of such foreclosure) of any Individual Property (any such event a "Foreclosure Event"), Guarantor shall be released from the Guaranteed Obligations pertaining to such Individual Property if and only to the extent that the same arise out of acts that both (A) were not caused by any Individual Borrower, Guarantor or their respective ...Control Affiliates (as defined below) and (B) Guarantor proves first occurred after the Foreclosure Event, in each case, as determined by a final, non-appealable order of a court of competent jurisdiction. (ii) in the event that a receiver is appointed with respect to any Individual Property at the request of Lender and such receiver has taken possession and exercises control over such Individual Property, Guarantor shall not be liable for Guaranteed Obligations to the extent the same were caused by the acts of such receiver or its agents. (iii) in the event that Mezzanine Lender and/or its designee forecloses on the equity interests in any Individual Borrower that are pledged as security for the Mezzanine Loan (or accepts an assignment thereof in lieu of such foreclosure) (any such event a "Mezzanine Foreclosure Event"), Guarantor shall be released from the Guaranteed Obligations pertaining to such Individual Borrower and the related Individual Property owned by such Individual Borrower if and only to the extent that the same arise out of acts that both (A) were not caused by (1) any other Individual Borrower for which a Mezzanine Foreclosure Event has not occurred, or (2) Guarantor or its Control Affiliates and (B) Guarantor proves first occurred after the Mezzanine Foreclosure Event, in each case, as determined by a final, non-appealable order of a court of competent jurisdiction. (b) For purposes of this Agreement, the term "Control Affiliates" means, as to any Individual Borrower or Guarantor, any Person which directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, any Individual Borrower or Guarantor, where "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, or to veto material decisions pertaining to such Person, whether through the ownership of voting securities, by contract or otherwise. In the event that Guarantor disclaims liability under this Agreement based upon the provisions of this Section 8, Guarantor shall be responsible, at its sole cost and expense, to prove such assertion. 16 (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no present or future, direct or indirect, shareholder, officer, director, employee, trustee, beneficiary, advisor, partner, member, principal, participant or agent of or in (A) Guarantor or (B) any Person that is or becomes a "Constituent Member" in Guarantor shall have any personal liability, directly or indirectly, under or in connection with this Agreement, or any amendment or amendments hereto made at any time or times, heretofore or hereafter. A "Constituent Member" in Guarantor shall mean any direct shareholder, member or partner in Guarantor and any Person that, directly or indirectly through one or more other partnerships, limited liability companies, corporations or other entities, owns an interest in Guarantor. (d) For purposes of this Agreement, neither the negative capital account of any Constituent Member in Guarantor, nor any obligation of any Constituent Member in Guarantor to restore a negative capital account or to contribute or loan capital to Guarantor or to any other Constituent Member in Guarantor shall at any time be deemed to be the property or an asset of Guarantor (or any such other Constituent Member) and neither Lender nor any of their respective successors and assigns shall have any right to collect, enforce, or proceed against any Constituent Member with respect to any such negative capital account or obligation to restore, contribute, or loan. View More

Limitation of Liability. 33.1Tenant agrees to look solely to Landlord's then equity interest in the Property at the time of recovery for recovery of any judgment against Landlord, and agrees that neither Landlord nor Landlord's Agents nor any successor of Landlord nor any beneficiary, trustee, member, manager, partner, shareholder, officer, director, agent or employee of Landlord, Landlord's Agents or any successor of Landlord shall ever be personally liable for any such judgment, or for the payment of any monetary obli...gation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have (1) to obtain injunctive relief against Landlord, Landlord's Agents or any successor of Landlord, or (2) to take any action not involving the personal liability of Landlord, Landlord's Agents or any successor of Landlord to respond in monetary damages from Landlord's assets other than Landlord's then equity interest in the Property. 33.2In no event shall Landlord ever be liable to Tenant for any loss of profits, rents or other revenues, loss of business opportunity, loss of goodwill, loss of use, or for any form of punitive, special or other indirect or consequential damages, in each case however occurring. View More

Limitation of Liability. Notwithstanding anything contained herein to the contrary, (a) this Agreement has been executed and delivered by Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaw...are but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Deutsche Bank Trust Company Delaware has made no investigation as to the accuracy or completeness of any representations and warranties made by the Issuer in this Agreement and (e) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. View More

Limitation of Liability. 8.1 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PRODUCER MAKES NO STATUTORY, WRITTEN, ORAL, EXPRESSED OR IMPLIED WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND CONCERNING THE ETHANOL SOLD UNDER THIS AGREEMENT, OR ITS QUALITY SOURCE, OR CHARACTERISTICS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BUNGE MAKES NO STATUTORY, WRITTEN, ORAL, EXPRESSED OR IMPLIED WARRAN...TIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND CONCERNING THE SERVICES PROVIDED UNDER THIS AGREEMENT OR THE FAILURE TO PROVIDE SERVICES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 8.2 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES. View More

Limitation of Liability. 32.1. Save and except the Unexpired Rent and compensation as per Clause 29.3 that would be payable as agreed between the Parties hereto, any reference to any losses, damage, claims, compensation, indemnity etc., shall not include any special, incidental, consequential, penal, exemplary or like damages, or any direct or indirect loss of profits or any claim for loss of opportunity or any action in tort even if advised of the possibility of such claims.

Limitation of Liability. None of the Sublandlord Related Parties shall have any personal liability for any default by Sublandlord under this Sublease or arising in connection herewith or with the operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or the Subleased Premises, and Subtenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Subtenant. The terms of this Section 28 shall inure to... the benefit of Sublandlord's and the 13 Sublandlord Related Parties' present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns. View More

Limitation of Liability. Notwithstanding anything contained herein to the contrary, (a) this Agreement has been executed and delivered by Citibank, N.A., not in its individual capacity but solely as Owner Trustee (b) each of the representations, undertakings and agreements herein made on the part of the Owner Trustee and the Issuer is made and intended not as personal representations, undertakings and agreements by Citibank, N.A. but is made and intended for the purpose of binding only the Issuer, (c) nothing herein con...tained shall be construed as creating any liability on Citibank, N.A., individually or personally, to perform any covenant either expressed or implied contained herein of the Owner Trustee or the Issuer, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) Citibank, N.A. has made no investigation as to the accuracy or completeness of any representations and warranties made by the Owner Trustee or the Issuer in this Agreement and (e) under no circumstances shall Citibank, N.A. be personally liable for the payment of any indebtedness or expenses of the Owner Trustee or the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Owner Trustee or the Issuer under this Agreement or any other related documents. For the purposes of this Agreement, in the performance of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. View More

Limitation of Liability. WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE S...ERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. View More

Limitation of Liability. IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.