Common use of Exclusion of Certain Damages Clause in Contracts

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 9.1 AND SECTION 9.2, NEITHER PARTY NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, SHALL BE LIABLE TO THE OTHER PARTY, ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, FOR CLAIMS FOR INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH, OR ARISING OR RESULTING FROM, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH IN NO EVENT SHALL EITHER PARTY UNDER SECTION 9.1 AND SECTION 9.2, NEITHER PARTY NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, SHALL BE LIABLE TO THE OTHER PARTY, PARTY FOR ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, FOR CLAIMS FOR INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIALREMOTE, SPECULATIVE OR SPECIAL DAMAGES, INCLUDING ANY SIMILAR DAMAGES FOR LOSS IN EXCESS OF PROFITS, LOSS COMPENSATORY DAMAGES OF USE OR REVENUE, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH, OR ARISING OR RESULTING FROM, ANY THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE AND EACH PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED HEREBY WAIVES ON BEHALF OF THE POSSIBILITY ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON ARISING IN CONTRACT, WARRANTYTORT OR OTHERWISE; PROVIDED, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY)HOWEVER, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THAT THE FOREGOING DISCLAIMER EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO THE EXTENT PROHIBITED IP AGREEMENT INFORMATION, (B) ANY BREACH BY APPLICABLE LAWVAREX OR ANY MEMBER OF ITS GROUP OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ACCELERATOR TECHNOLOGY, (C) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (D) ANY CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX.

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH IN NO EVENT SHALL EITHER PARTY UNDER SECTION 9.1 AND SECTION 9.2, NEITHER PARTY NOR ANY OF OR ITS AFFILIATES NOR ANY OF OR ITS OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERSTHEIR RESPECTIVE, DIRECTORS, OFFICERS, EMPLOYEES, AGENTSREPRESENTATIVES, SUB-CONTRACTORS SUCCESSORS, OR LICENSORS, SHALL ASSIGNS BE LIABLE TO THE ANY OTHER PARTY, ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTSAFFILIATES, SUB-CONTRACTORS OR LICENSORSFOR, FOR CLAIMS FOR AND EACH PARTY HEREBY EXPRESSLY WAIVES RIGHTS TO, ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, INDIRECTEXEMPLARY, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF LOST PROFITS, LOSS OF USE BUSINESS REVENUE OR REVENUEEARNINGS, LOSS OF USE, LOSS OF DATA, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITHOR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF, OR ARISING OR RESULTING FROMIN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF THIS AGREEMENT, EVEN IF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESOTHER PARTY, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER VIOLATION OF LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Exclusion of Certain Damages. NOTWITHSTANDING IN NO EVENT SHALL ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARYPROVIDER OR PURCHASER, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 9.1 AND SECTION 9.2, NEITHER PARTY NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS EMPLOYEES OR LICENSORS, SHALL AGENTS BE LIABLE TO THE OTHER PARTY, ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, PARTY FOR CLAIMS FOR INCIDENTAL, INDIRECT, PUNITIVESPECIAL, EXEMPLARY, CONSEQUENTIALINCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY PUNITIVE DAMAGES FOR LOSS IN CONNECTION WITH THE PERFORMANCE OF PROFITS, LOSS OF USE OR REVENUE, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH, OR ARISING OR RESULTING FROM, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF THIS AGREEMENTTRANSITION SERVICES, EVEN IF SUCH DAMAGES WERE FORESEEABLE THAT PROVIDER OR THE PARTY SOUGHT TO BE HELD LIABLE WAS PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS EACH PROVIDER OR PURCHASER HEREBY WAIVES ON BEHALF OF ITSELF AND THE MEMBERS OF ITS GROUP ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR LOST PROFITS, WHETHER A CLAIM IS BASED ON ARISING IN CONTRACT, WARRANTYTORT OR OTHERWISE, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWANY PROVIDER OR PURCHASER, ITS AFFILIATES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SUFFERS SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM, IN WHICH CASE ALL SUCH DAMAGES SHALL BE RECOVERABLE.

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH IN NO EVENT SHALL EITHER PARTY UNDER SECTION 9.1 AND SECTION 9.2, NEITHER PARTY NOR ANY OF OR ITS AFFILIATES NOR ANY OF OR ITS OR ITS AFFILIATES’ THEIR RESPECTIVE EQUITY HOLDERSSHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS CONTRACTORS, REPRESENTATIVES, MEMBERS, AFFILIATES, SUCCESSORS, OR LICENSORS, SHALL ASSIGNS BE LIABLE TO THE OTHER PARTY, ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERSITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS CONTRACTORS, REPRESENTATIVES, MEMBERS, AFFILIATES, SUCCESSORS, OR LICENSORSASSIGNS FOR, FOR CLAIMS FOR AND EACH PARTY HEREBY EXPRESSLY WAIVES RIGHTS TO, ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, INDIRECTEXEMPLARY, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF WITHOUT LIMITATION LOST PROFITS, LOSS OF USE BUSINESS REVENUE OR REVENUEEARNINGS, LOSS OF USE, LOSS OF DATA, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITHOR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF, OR ARISING OR RESULTING FROMIN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF THIS AGREEMENT, EVEN IF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESOTHER PARTY, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION EXCEPT FOR BREACHES OF THIS AGREEMENT THAT MAY BE TO ARTICLE 5, AS OTHERWISE PROVIDED IN THE CONTRARYDATA SHARING AGREEMENT, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 9.1 AND SECTION 9.2DAMAGES RESULTING FROM A PARTY’S ACTUAL FRAUD, NEITHER PARTY NOR ANY OF ITS AFFILIATES NOR ANY OF ITS GROSS NEGLIGENCE, OR ITS AFFILIATES’ WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, OR THEIR RESPECTIVE EQUITY HOLDERSOFFICERS, DIRECTORS, OFFICERSTRUSTEES, EMPLOYEES, AGENTSOR OTHER REPRESENTATIVES (COLLECTIVELY, SUB-CONTRACTORS OR LICENSORS, SHALL “REPRESENTATIVES”) BE LIABLE TO THE OTHER PARTY, ANY OF THE OTHER PARTY’S AFFILIATES REPRESENTATIVES, OR TO ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERSTHIRD PARTY FOR ANY CONSEQUENTIAL, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, FOR CLAIMS FOR INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIALSPECIAL, OR SPECIAL DAMAGESPUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE, LOSS OF SAVINGSNEGLIGENCE), OR LOSSES BY REASON OTHERWISE, REGARDLESS OF COST OF CAPITAL, CONNECTED WITH, WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR ARISING OR RESULTING FROM, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF THIS AGREEMENT, EVEN IF NOT SUCH DAMAGES WERE FORESEEABLE OR THE PARTY SOUGHT TO BE HELD LIABLE WAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS NOTWITHSTANDING THE FAILURE OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE ANY AGREED OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.REMEDY OF ITS ESSENTIAL PURPOSE.‌

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF ANYTHING IN THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR (I) LIABILITY FOR ANY PARTY’S FRAUD AND (II) THE INDEMNIFICATION OBLIGATIONS OF EACH ANY PARTY TO INDEMNIFY AN INDEMNIFIED PARTY UNDER SECTION 9.1 ARTICLE IX FROM AND SECTION 9.2AGAINST THIRD PARTY CLAIMS PURSUANT TO WHICH A THIRD PARTY HAS BEEN AWARDED SUCH DAMAGES, NEITHER NO INDEMNIFIED PARTY NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, SHALL BE LIABLE TO THE OTHER PARTYFOR ANY INDIRECT, ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, FOR CLAIMS FOR INCIDENTAL, INDIRECTTREBLE, PUNITIVEREMOTE, SPECIAL, EXEMPLARY, CONSEQUENTIALOPPORTUNITY COST, CONSEQUENTIAL OR SPECIAL DAMAGESPUNITIVE DAMAGES OR DAMAGES FOR, INCLUDING ANY DAMAGES FOR LOSS OF MEASURED BY OR BASED ON LOST PROFITS, LOSS OF USE REVENUE OR REVENUEINCOME, DIMINUTION IN VALUE, MULTIPLE OF EARNINGS, PROFITS OR CASH FLOWS, OR OTHER SIMILAR MEASURES OR FOR ANY LOSS OF SAVINGS, BUSINESS REPUTATION OR LOSSES BY REASON OPPORTUNITY THAT ARISES OUT OF COST OF CAPITAL, CONNECTED WITH, OR ARISING RELATES TO THIS AGREEMENT OR RESULTING FROM, ANY THE PERFORMANCE OR LACK BREACH HEREOF OF PERFORMANCE UNDER ANY LIABILITY RETAINED OR OTHER BREACH OF THIS AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWASSUMED HEREUNDER.

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF EACH IN NO EVENT SHALL EITHER PARTY UNDER SECTION 9.1 AND SECTION 9.2, NEITHER PARTY NOR ANY OF OR ITS AFFILIATES NOR ANY OF OR ITS OR ITS AFFILIATES’ THEIR RESPECTIVE EQUITY HOLDERSSHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS CONTRACTORS, REPRESENTATIVES, SUCCESSORS, OR LICENSORS, SHALL ASSIGNS BE LIABLE TO THE ANY OTHER PARTY, ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS MEMBERS, AFFILIATES, OR LICENSORSSUBCONTRACTORS FOR, FOR CLAIMS FOR AND EACH PARTY HEREBY EXPRESSLY WAIVES RIGHTS TO, ANY INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, INDIRECTEXEMPLARY, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF WITHOUT LIMITATION LOST PROFITS, LOSS OF USE BUSINESS REVENUE OR REVENUEEARNINGS, LOSS OF USE, LOSS OF DATA, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITHOR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF, OR ARISING OR RESULTING FROMIN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF THIS AGREEMENT, EVEN IF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS DISCLOSED TO THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESOTHER PARTY, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARYEXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WHATEVER THE LEGAL BASIS FOR THE INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 9.1 AND SECTION 9.2CLAIM, NEITHER PARTY PARTY, NOR ANY OF ITS AFFILIATES NOR ANY OF ITS AFFILIATES, OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERSSUBCONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, SHALL WILL BE LIABLE TO THE OTHER PARTY, FOR ANY OF THE OTHER PARTY’S AFFILIATES OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, FOR CLAIMS FOR INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, OR SPECIAL INCIDENTAL DAMAGES, INCLUDING ANY OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF PROFITS, LOSS OF USE OR REVENUE, LOSS OF SAVINGS, OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH, OR BUSINESS INFORMATION ARISING OR RESULTING FROM, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF IN CONNECTION WITH THIS AGREEMENTAGREEMENTCONTRACT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. HOWEVER, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL THIS EXCLUSION DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWTHAT SUCH VIOLATION RELATES TO CUSTOMER DATA), THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, THE PARTIES’ RESPECTIVE OBLIGATIONS IN THE SECTION TITLED “DEFENSE OF INFRINGEMENT, MISAPPROPRIATION, AND THIRD PARTY CLAIMS,” OR AS PROVIDED IN SUBSECTION (c) 2 AND (c) 4 ABOVE.

Exclusion of Certain Damages. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT THAT MAY BE TO THE CONTRARY, AND EXCEPT FOR DAMAGES ARISING FROM A BREACH OF THE INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPH 8 ("PROTECTION OF EACH PARTY UNDER SECTION 9.1 AND SECTION 9.2PROPRIETARY RIGHTS") ABOVE, NEITHER PARTY NOR ANY OF ITS AFFILIATES NOR ANY OF ITS OR ITS AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, SHALL BE LIABLE TO THE OTHER PARTY, ANY OF THE OTHER PARTY’S AFFILIATES PARTY OR ANY OF THE OTHER PARTY’S OR THE OTHER PARTY’S AFFILIATES’ RESPECTIVE EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR LICENSORS, THIRD PARTY FOR CLAIMS FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR SPECIAL CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE PROFITS OR REVENUE, LOSS OR INTERRUPTION OF SAVINGS, BUSINESS IN ANY WAY ARISING OUT OF OR LOSSES BY REASON OF COST OF CAPITAL, CONNECTED WITH, OR ARISING OR RESULTING FROM, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER OR OTHER BREACH OF RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY BUT EXCLUDING INTENTIONAL TORT) OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR ANY REPRESENTATIVE OF THE PARTY SOUGHT TO BE HELD LIABLE WAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE CASE OF SUCH DAMAGES ARISING FROM A BREACH OF THE OBLIGATIONS SET FORTH IN PARAGRAPH 8 ("PROTECTION OF PROPRIETARY RIGHTS") ABOVE, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACTTHE FORM OF ACTION WHICH, WARRANTYIN AGGREGATE, TORT EXCEED TWO HUNDRED THOUSAND DOLLARS (INCLUDING NEGLIGENCE OR STRICT LIABILITY$200,000), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.