Calculation of and Limitation on Claims Clause Samples

The "Calculation of and Limitation on Claims" clause defines how claims for damages or compensation are quantified and sets boundaries on the amount or types of claims that can be made under a contract. Typically, this clause outlines the methods for calculating losses, such as specifying allowable costs or excluding certain types of damages like indirect or consequential losses. It may also impose caps on total liability or set time limits for bringing claims. The core function of this clause is to provide predictability and manage risk by clearly establishing the extent of each party's financial exposure in the event of a dispute.
Calculation of and Limitation on Claims. Where any provision of this Agreement entitles the Contractor to recover damages or losses from the Province upon the occurrence of a specified event, then except as otherwise expressly indicated, the intent is to afford the Contractor the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place the Contractor (and by extension, the subcontractors of the Contractor and persons contracting with the Contractor in relation to the Project Financing) in the same position it would have been in but for the occurrence of the specified event, having regard to the following circumstances and limitations but otherwise without limiting the generality of the foregoing: (a) the obligations and arrangements contemplated by the Contractor’s Proposal (including obligations to and arrangements with parties specified in the Contractor’s Proposal, but also including corresponding obligations to and arrangements with replacement parties), including but not limited to the Contractor’s obligations to its subcontractors and obligations arising in relation to monoline insurance or other arrangements reasonably entered into with a view to credit enhancement, but in each case premised upon breakage costs that are commercially reasonable and consistent with market practice, in accordance with the following: (i) break fees payable to the Contractor’s subcontractors and others contracting with the Contractor must be commercially reasonable, having regard to customarily negotiated break fees between parties at arm’s- length from one another, and subject in every case to a duty on the part of the subcontractor or other contracting party to mitigate its damages; and (ii) in the case of monoline insurance, break fees shall only be payable to the extent necessary to ensure that the monoline insurer receives a total of 10 years premiums taking into account all premiums paid prior to the occurrence of the specified event, and such break fees shall be calculated using a net present value basis (discounting at the average interest rate on the Senior Debt Financing taking into account Canadian dollar interest rate ▇▇▇▇▇▇, if applicable); (b) participation by the Contractor directly, or indirectly by arrangement with the holders of the Senior Debt Financing (if under such arrangement the risks and benefits of the hedging flow through to the Contractor), in hedging arrangements specifically in relation to changes in Canadian dollar interest rates (and speci...
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Calculation of and Limitation on Claims. N3.1 Where any provision of this Design Build Agreement entitles a Party to recover damages or losses from the other Party, except as otherwise expressly indicated, the intent is to afford such Party the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place such Party in the same position it would have been in but for the occurrence of the specified event that gives rise to the right to recover damages or losses from the other Party, subject to such Party’s obligation to take all commercially reasonable measures to mitigate its damages. N3.2 Notwithstanding Section N3.1, the indemnities under this Design Build Agreement shall not apply and there shall be no right to claim damages for breach of this Design Build Agreement, in tort or on any other basis whatsoever, to the extent that loss claimed by either Party is: (a) for punitive, exemplary or aggravated damages; (b) for loss of profit (but does not include the Parties’ rights to payments expressly provided for in this Design Build Agreement), loss of use, loss of production, loss of business, claims of customers or loss of business opportunity; or (c) is a claim for consequential loss or for indirect loss of any nature suffered or allegedly suffered by either Party, (collectively, “Indirect Losses”). N3.3 With respect to the indemnity in Section N1.1(a) only, the exceptions in Sections N3.2(b) and N3.2(c) shall not apply as a result of, or in relation to, the City’s loss of use of the Infrastructure or any portion thereof, which for the purposes of Section N1.1(a) shall not be Indirect Losses. N3.4 Subject to Section N3.5, the maximum aggregate liability of: (a) Design Builder in respect of all claims under ▇▇▇▇▇▇▇ ▇▇, with the exception of N1.1(a) and N1.1(b), shall not exceed $ ; and, (b) the City in respect of all claims under Section N2 shall not exceed $ . N3.5 The limits set out in Section N3.4, shall: (a) be exclusive of any insurance proceeds received or which will be received pursuant to policies maintained in accordance with Schedule 11 – Insurance Requirements, or which would have been received if the City or Design Builder had complied with its obligations to insure under this Design Build Agreement or the terms of any policy of insurance required under this Design Build Agreement; and (b) not apply in cases of willful misconduct or deliberate acts of wrongdoing.
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Calculation of and Limitation on Claims. N3.1 Where any provision of this Design Build Agreement entitles a Party to recover damages or losses from the other Party, except as otherwise expressly indicated, the intent is to afford such Party the equivalent of the ordinary contractual measure of damages, that is, that such recovery will place such Party in the same position it would have been in but for the occurrence of the specified event that gives rise to the right to recover damages or losses from the other Party, subject to such Party’s obligation to take all commercially reasonable measures to mitigate its damages. N3.2 Notwithstanding Section N3.1, the indemnities under this Design Build Agreement shall not apply and there shall be no right to claim damages for breach of this Design Build Agreement, in tort or on any other basis whatsoever, to the extent that loss claimed by either Party is: (a) for punitive, exemplary or aggravated damages; (b) for loss of profit (but does not include the Parties’ rights to payments expressly provided for in this Design Build Agreement), loss of use, loss of production, loss of business, claims of customers or loss of business opportunity; or (c) is a claim for consequential loss or for indirect loss of any nature suffered or allegedly suffered by either Party, (collectively, “Indirect Losses”). N3.3 With respect to the indemnity in Section N1.1(a) only, the exceptions in Sections N3.2(b) and N3.2(c) shall not apply as a result of, or in relation to, the City’s loss of use of the Infrastructure or any portion thereof, which for the purposes of Section N1.1(a) shall not be Indirect Losses. N3.4 Subject to Section N3.5, the maximum aggregate liability of: (a) Design Builder in respect of all claims under ▇▇▇▇▇▇▇ ▇▇, with the exception of N1.1(a) and N1.1(b), shall not exceed $ ; and, (b) the City in respect of all claims under Section N2 shall not exceed $ . N3.5 The limits set out in Section N3.4, shall: (a) be exclusive of any insurance proceeds received or which will be received pursuant to policies maintained in accordance with Schedule 11 – Insurance Requirements, or which would have been received if the City or Design Builder had complied with its obligations to insure under this Design Build Agreement or the terms of any policy of insurance required under this Design Build Agreement; and (b) not apply in cases of willful misconduct or deliberate acts of wrongdoing.
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Related to Calculation of and Limitation on Claims

  • Limitation on Claims No claim seeking an adjustment in the billing for any service, transaction, or charge under this Agreement, including any of the appendices, schedules or attachments to this Agreement, may be asserted with respect to a week or month, if more than one year has elapsed (a) since the first date upon which an invoice was rendered for that week or month, or (b) since the date upon which a changed or modified invoice was rendered for that week or month. The Party responsible for issuing an invoice may not, of its own initiative, issue a changed or modified invoice if more than one year has elapsed since the first date upon which an invoice was rendered for a week or month. A changed or modified invoice may be issued more than one year after the first date upon which an invoice was rendered for a week or month in order to correct for or address a timely-raised claim seeking an adjustment in the billing for any service, transaction, or charge under this Agreement.

  • Exclusions and Limitations of Liability TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) NONE OF THE 8x8 PARTIES SHALL BE LIABLE UNDER THE AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES; LOSS OF PROFITS, REVENUES, OR GOODWILL; OR LOSS OR INTERRUPTION OF BUSINESS, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE AND (b) THE MAXIMUM LIABILITY OF THE 8x8 PARTIES UNDER THE AGREEMENT, WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAYABLE UNDER THE AGREEMENT FOR THE TWELVE- (12-) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING EXCLUSION AND LIMITATION SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ON A CUMULATIVE (RATHER THAN PER-INCIDENT) BASIS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRICING AND OTHER TERMS UNDER THE AGREEMENT ARE BASED ON THE FOREGOING EXCLUSION AND LIMITATION.

  • Limitation on Damages IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION.

  • Compensation and Limitation of Liability 15 Section 1.

  • Exclusion and Limitation of Liability 10.1 SUPPLIER DOES NOT EXCLUDE OR LIMIT ITS LIABILITY (IF ANY) TO BUYER FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR SUPPLIER TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 10.2 OTHER THAN ANY LIABILITY OF SUPPLIER ARISING UNDER CLAUSE 10.1, WHICH SHALL NOT BE LIMITED, AND WITHOUT PREJUDICE TO THE OTHER PROVISIONS OF THIS CLAUSE 10 (EXCLUSION AND LIMITATION OF LIABILITY), SUPPLIER'S AGGREGATE LIABILITY AS DEFINED IN PART D (DEFINITIONS AND INTERPRETATION) UNDER EACH CONTRACT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE GREATER OF 115% OF THE AMOUNT PAID BY BUYER TO SUPPLIER UNDER THAT CONTRACT OR $10,000.00. 10.3 EXCEPT AS PROVIDED IN CLAUSE 10.1, SUPPLIER WILL BE UNDER NO LIABILITY AS DEFINED IN PART D (DEFINITIONS AND INTERPRETATION) TO BUYER WHATSOEVER IN RESPECT OF 10.3.1 ANY CLAIM ARISING OUT OF AN EVENTWHICH IS CAUSED, OR CONTRIBUTED TO, BY THE GOODS AND SUCH EVENT OCCURS AFTER THE COMMENCEMENT OF THE LAUNCH PROCEDURE OF THE VEHICLE CARRYING SUCH GOODS INTO SPACE; 10.3.2 PURE ECONOMIC LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) OR 10.3.3 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) OR 10.3.4 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, IN EACH CASE HOWSOEVER CAUSED ARISING OUT OF OR IN CONNECTION WITH: 10.3.5 ANY OF THE WORKS, OR THE MANUFACTURE OR SALE OR SUPPLY, OR FAILURE OR DELAY IN SUPPLY, OF THE WORKS BY SUPPLIER OR ON THE PART OF SUPPLIER’S EMPLOYEES, AGENTS OR SUBCONTRACTORS; 10.3.6 ANY BREACH BY SUPPLIER OF ANY OF THE EXPRESS OR IMPLIED TERMS OF THE CONTRACT; 10.3.7 ANY USE MADE OR RESALE BY BUYER OF ANY OF THE WORKS, OR OF ANY PRODUCT INCORPORATING ANY OF THE WORKS; OR 10.3.8 ANY STATEMENT MADE OR NOT MADE, OR ADVICE GIVEN OR NOT GIVEN, BY OR ON BEHALF OF SUPPLIER. 10.4 EXCEPT AS EXPRESSLY SET OUT IN THE CONTRACT, SUPPLIER HEREBY EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL CONDITIONS, WARRANTIES AND STIPULATIONS, EXPRESS (OTHER THAN THOSE SET OUT IN THE CONTRACT) OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH, BUT FOR SUCH EXCLUSION, WOULD OR MIGHT SUBSIST IN FAVOR OF BUYER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.5 EACH OF SUPPLIER’S EMPLOYEES, AGENTS AND SUBCONTRACTORS MAY RELY UPON AND ENFORCE THE EXCLUSIONS AND RESTRICTIONS OF LIABILITY IN THE CONTRACT IN THAT PERSON’S OWN NAME AND FOR THAT PERSON’S OWN BENEFIT, AS IF THE WORDS “ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS” FOLLOWED THE WORD SUPPLIER WHEREVER IT APPEARS IN THOSE CLAUSES SAVE FOR EACH REFERENCE IN CLAUSE10.3.5. 10.6 BUYER ACKNOWLEDGES THAT THE ABOVE PROVISIONS OF THIS CLAUSE 10 (EXCLUSION AND LIMITATION OF LIABILITY) ARE REASONABLE AND REFLECTED IN THE PRICE WHICH WOULD BE HIGHER WITHOUT THOSE PROVISIONS, AND BUYER WILL ACCEPT SUCH RISK AND/OR INSURE ACCORDINGLY. 10.7 BUYER IS SOLELY RESPONSIBLE AND LIABLE FOR THE PROPER LEGAL DISPOSAL OF ALL MATERIALS PURCHASED FROM SUPPLIER AT THE END-OF- LIFE CYCLE OF SUCH MATERIALS.