3Limitation of Liability Sample Clauses
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3Limitation of Liability. ICANN’s aggregate monetary liability for violations of this Agreement will not exceed an amount equal to the Registry-Level Fees paid by Registry Operator to ICANN within the preceding twelve-month period pursuant to this Agreement (excluding the Variable Registry-Level Fee set forth in Section 6.3, if any). Registry Operator’s aggregate monetary liability to ICANN for breaches of this Agreement will be limited to an amount equal to the fees paid to ICANN during the preceding twelve-month period (excluding the Variable Registry-Level Fee set forth in Section 6.3, if any), and punitive and exemplary damages, if any, awarded in accordance with Section 5.2, except with respect to Registry Operator’s indemnification obligations pursuant to Section 7.1 and Section 7.2. In no event shall either party be liable for special, punitive, exemplary or consequential damages arising out of or in connection with this Agreement or the performance or nonperformance of obligations undertaken in this Agreement, except as provided in Section 5.2. Except as otherwise provided in this Agreement, neither party makes any warranty, express or implied, with respect to the services rendered by itself, its servants or agents, or the results obtained from their work, including, without limitation, any implied warranty of merchantability, non-infringement or fitness for a particular purpose.
3Limitation of Liability. Anything contained in this Article 9 to the contrary notwithstanding, if any Member is required pursuant to Section 9.1 to provide Additional Capital Contributions to the LLC and shall fail to do so, such Declining Member’s sole liability, and the Non-Declining Member’s sole remedy, shall be expressly as set forth in this Article 9. No Member and no partner, shareholder, member, director, officer or employee of any Member shall have any personal liability to provide such Additional Capital Contributions.
3Limitation of Liability. ICANN’s aggregate monetary liability for violations of this Agreement shall not exceed the amount of RegistryLevel Fees paid by Registry Operator to ICANN within the preceding twelvemonth period pursuant to this Agreement. Registry Operator’s aggregate monetary liability to ICANN for violations of this Agreement shall be limited to fees, and monetary penalties, if any, due and owing to ICANN under this Agreement within the preceding twelvemonth period. In no event shall either party be liable for special, indirect, incidental, punitive, exemplary, or consequential damages arising out of or in connection with this Agreement or the performance or nonperformance of obligations undertaken in this Agreement, except as provided pursuant to Section 4.4 of this Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, REGISTRY OPERATOR DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITSELF, ITS SERVANTS, OR ITS AGENTS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
3Limitation of Liability. To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of Aurinka and Aurinka’s officers, directors, partners, employees and subcontractors, and any of them, to OpCo for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Services or the Agreement from any cause or causes shall not exceed the total amount of 500,000 euros. It is intended that this limitation apply to any and all liability or cause of action however alleged or asserted, with the exception of (i) negligence and/or willful deceit (dolo); and (ii) any claim made by any third party, which shall not be subject to any limitation whatsoever.
3Limitation of Liability. Notwithstanding Subsection 6.1, the Client acknowledges and agrees that Telefilm, its directors, officers, employees and representatives assume no liability for any claim in damages, whether general, incidental, direct, indirect, punitive, foreseeable or unforeseeable, including loss of use, loss of data, loss of income, interruption of activities or otherwise, which may arise out of the application of this agreement, access to the eTelefilm Portal, or the use or inability to use same, or the documents made available to the Client through the Portal or the accuracy or inaccuracy, completeness or incompleteness of the Database, including claims for damages sustained by third parties for which indemnification is sought from the Client, even though Telefilm may have been advised of the possibility of such damages and notwithstanding that the Client may have transmitted confidential or sensitive information to Telefilm or that Telefilm may have sent them such information at their request. The Client shall be fully responsible for protecting and safeguarding any information contained in the eTelefilm Portal.
3Limitation of Liability. EXCEPT (A) IN THE EVENT OF THE WILLFUL MISCONDUCT OR FRAUD OF A PARTY, (B) WITH RESPECT TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 9, AND (C) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 13, NEITHER PARTY NOR ANY OF EITHER PARTY’S AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR MULTIPLE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS UNDER THIS AGREEMENT OR FOR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ANY OTHER LOSS OR INJURY TO A PARTY’S OR ITS AFFILIATES’ PROFITS, REVENUES, BUSINESS, OR GOODWILL ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, IN EACH CASE, REGARDLESS OF ANY PRIOR NOTICE OF SUCH DAMAGES.
3Limitation of Liability. Notwithstanding anything in this Clause 9:
(a) The Sellers shall not be liable to indemnify, defend or hold harmless the Purchasers under Clause 9.2 unless and until the cumulative aggregate amount of the Loss whether relating to or arising out of a single claim or more than one claim equals or exceeds INR 50,000,000 (Indian Rupees fifty million) (“Liability Threshold”). It is clarified that once the cumulative aggregate amount of the Loss equals or exceeds the Liability Threshold, the Sellers shall be liable to and shall indemnify, defend, release and hold harmless the Purchasers as set out in Clause 9.2, for all and every Loss irrespective of the amount, including any and all Loss that is less than the Liability Threshold;
(b) the aggregate maximum liability of the Sellers under Clause 9.2 shall not exceed 10% (ten percent) of the Purchase Consideration;
(c) The Sellers shall not be liable for (i) any matter or thing disclosed in the the Disclosure Letter or in course of the due diligence exercise conducted by the Purchaser and its advisors or (ii) any matter disclosed which could have been reasonably discovered by a review of (i) above. Accordingly, the liability of the Sellers under Clause 9 herein are limited, restricted, modified and qualified as aforesaid.
3Limitation of Liability. Except for each Party’s respective liability under Section 12.1 and 12.2, neither Party shall be liable for any indirect, consequential, special, exemplary or punitive damages. In no event shall Elan’s total liability exceed the fees it received from Customer for the twelve (12) month period prior to the occurrence of the activity upon which the claim of liability is based, or all the fees received if the Agreement has been in existence for less than twelve (12) months.
3Limitation of Liability. 1Except for any indemnification obligations of the Parties hereunder, each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorneys’ fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed.
3Limitation of Liability. Notwithstanding anything to the contrary, none of any Obligated Party, the Administrative Agent, the Issuing Bank, or any Lender, Bank Product Provider, Affiliate, officer, director, employee, attorney, or agent of any of the foregoing, shall have any liability with respect to, and each party hereto hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by any other party hereto in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, the Intercreditor Agreement, any Bank Product Agreement or any of the transactions contemplated by any of the foregoing. Each party hereto hereby waives, releases, and agrees not to sue the Administrative Agent, the Issuing Bank, or any Lender, or any Affiliates, officers, directors, employees, attorneys, or agents of any of the foregoing for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the other Loan Documents, the Intercreditor Agreement and the Bank Product Agreements, or any of the transactions contemplated by any of the foregoing.