Common use of Exclusions and Limitations of Liability Clause in Contracts

Exclusions and Limitations of Liability. (a) All warranties, representations, guarantees, conditions and terms, other than those expressly set out in this Agreement, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by Law. (b) None of the Parties shall in any circumstances be liable for any claim, whether arising in contract, tort or otherwise, for consequential, economic, special or other indirect loss of any other Party, including losses calculated by reference to lost profits, contracts, business, goodwill, income, production or accruals of any such other Party (it being understood that if in connection with any Proceeding a Party is required to pay damages to a third party based on consequential, economic, special or other indirect losses of such third party, such liability for such damages shall be deemed to be a direct loss of the Party that is required to pay such amounts to such third party). (c) The Company acknowledges and agrees that the Manager shall not have any liability to the Company for any Losses made, suffered or incurred by the Company as a result of (i) the Manager’s complying with the terms of this Agreement or any directions or authorizations that are provided to the Manager by the Company as specifically contemplated by this Agreement or (ii) if the Manager requests in writing an authorization from the Company under Section 2.3 (together with a reasonably detailed written explanation of the reasons for such request) in order to take a specified action but the Company does not provide such requested authorization, the consequences of not taking the actions that were the subject matter of such authorization request. In addition, the Company acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, the Manager shall not be required to incur any cost or make any expenditure that is not contemplated by the Approved Budget then in effect and shall have no liability to the Company for any Losses made, suffered or incurred by the Company as a result of the Manager’s not incurring any such cost or making any such expenditure or failing to take any related actions (including rendering the Services) as a result thereof. (d) The Manager, its directors, agents, officers, employees, subsidiaries and Affiliates, as agents of the Company, shall not be liable to the Company or to any other Person for any act or omission committed in the performance of this Agreement unless such act constitutes bad faith, gross negligence, fraud or willful and wanton misconduct. Notwithstanding any other provision in this Agreement, in no event shall the Company make any claims against the Manager or its Affiliates on account of any alleged errors of judgment made in good faith in the development or operation of a Facility in accordance with the terms of this Agreement. (e) The Parties accept that the limitations and exclusions set out in this Section 12.1 are reasonable having regard to all the circumstances.

Exclusions and Limitations of Liability. (a) All warranties, representations, guarantees, conditions and terms, other than those expressly set out in this Agreement, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by Law. (b) None of the Parties shall in any circumstances be liable for any claim, whether arising in contract, tort or otherwise, for consequential, economic, special or other indirect loss of any other Party, including losses calculated by reference to lost profits, contracts, business, goodwill, income, production or accruals of any such other Party (it being understood that if in connection with any Proceeding a Party is required to pay damages to a third party based on consequential, economic, special or other indirect losses of such third party, such liability for such damages shall be deemed to be a direct loss of the Party that is required to pay such amounts to such third party). (c) The Company acknowledges and agrees that the Manager Consultant shall not have any liability to the Company for any Losses made, suffered or incurred by the Company as a result of (i) the ManagerConsultant’s complying with the terms of this Agreement or any directions or authorizations that are provided to the Manager Consultant by the Company or the Manager as specifically contemplated by this Agreement or (ii) if the Manager Consultant requests in writing an authorization from the Company under Section 2.3 or the Manager (together with a reasonably detailed written explanation of the reasons for such request) in order to take a specified action but the Company or the Manager does not provide such requested authorization, the consequences of not taking the actions that were the subject matter of such authorization request. In addition, the Company acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, the Manager shall not be required to incur any cost or make any expenditure that is not contemplated by the Approved Budget then in effect and shall have no liability to the Company for any Losses made, suffered or incurred by the Company as a result of the Manager’s not incurring any such cost or making any such expenditure or failing to take any related actions (including rendering the Services) as a result thereof. (d) The ManagerConsultant, its directors, agents, officers, employees, subsidiaries and Affiliates, as agents of the Company, shall not be liable to the Company or to any other Person for any act or omission committed in the performance of this Agreement unless such act constitutes bad faith, gross negligence, fraud or willful and wanton misconduct. Notwithstanding any other provision in this Agreement, in no event shall the Company make any claims against the Manager Consultant or its Affiliates on account of any alleged errors of judgment made in good faith in the development or operation of a Facility the Auditoriums in accordance with the terms of this Agreement. (e) The Parties accept that the limitations and exclusions set out in this Section 12.1 6.1 are reasonable having regard to all the circumstances.

Exclusions and Limitations of Liability. (a) All warranties, representations, guarantees, conditions and terms, other than those expressly set out in this Agreement, whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by Law. (b) None of the Parties shall in any circumstances be liable for any claim, whether arising in contract, tort or otherwise, for consequential, economic, special consequential (including lost profits (except to the extent recoverable as or other indirect loss of any other Party, including losses calculated by reference to lost profitsdeemed a direct damage under applicable Law), contracts, business, goodwill, income, production or accruals of any such other Party (it being understood Party), economic, special or other indirect loss of any other Party. Provided, however, that if in connection with any Proceeding a Party is required to pay damages to a third party based on consequential, economic, special or other indirect losses of such third party, such liability for such damages shall be deemed to be a direct loss of the Party that is required to pay such amounts to such third party). (c) The Company Owner acknowledges and agrees that the Manager AMC shall not have any liability to the Company it for any Losses made, suffered or incurred by the Company Owner as a result of (i) the ManagerAMC’s complying with the terms of this Agreement or any directions or authorizations that are provided to the Manager by the Company as specifically contemplated by this Agreement Owner or (ii) if the Manager AMC reasonably requests in writing an authorization from the Company under Section 2.3 (together with a reasonably detailed written explanation of the reasons for such request) Owner in order to take a specified action that is not otherwise authorized under this Agreement but the Company Owner does not provide such requested authorization, the consequences of not taking the actions that were the subject matter of such authorization request. In addition, the Company Owner acknowledges and agrees that, notwithstanding anything to the contrary contained in this Agreement, the Manager AMC shall not be required to incur any cost or make any expenditure when there are insufficient Owner Funds available or that is not contemplated by the Approved Budget then in effect and shall have no liability to the Company Owner for any Losses made, suffered or incurred by the Company Owner as a result of the Manager’s AMC not incurring any such cost or making any such expenditure or failing to take any related actions (including rendering the Services) as a result thereof; provided, that AMC shall use commercially reasonable efforts to mitigate any such Losses. (d) The Manager, its directors, agents, officers, employees, subsidiaries and Affiliates, as agents of the Company, shall not be liable to the Company or to any other Person for any act or omission committed in the performance of this Agreement unless such act constitutes bad faith, gross negligence, fraud or willful and wanton misconduct. Notwithstanding any other provision in this Agreement, in no event shall the Company make any claims against the Manager or its Affiliates on account of any alleged errors of judgment made in good faith in the development or operation of a Facility in accordance with the terms of this Agreement. (e) The Parties accept that the limitations and exclusions set out in this Section 12.1 are reasonable having regard to all the circumstances.