Exclusions from Limitations Sample Clauses
The "Exclusions from Limitations" clause defines specific circumstances or types of liability that are not subject to the contract’s general limitations on liability. In practice, this means that while the contract may cap damages or restrict certain claims, exceptions are carved out for issues such as willful misconduct, gross negligence, or breaches of confidentiality and intellectual property rights. This clause ensures that parties remain fully liable for particularly serious breaches or misconduct, thereby protecting against attempts to evade responsibility for egregious actions or critical obligations.
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Exclusions from Limitations. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR DECEIT; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY APPLICABLE LAW.
Exclusions from Limitations. NOTHING IN THIS ARTICLE 14 SHALL BE DEEMED OR CONSTRUED TO (a) LIMIT RECOVERY OF AMOUNTS OWED TO A THIRD PARTY THAT MAY BE RECOVERABLE FROM THE OTHER PARTY PURSUANT TO ANY INDEMNITY UNDER ARTICLE 11, (b) LIMIT LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR ILLEGAL OR UNLAWFUL ACTS, (c) APPLY TO ANY INSURED CLAIM TO THE EXTENT SUCH CLAIM IS COVERED BY INSURANCE PROCEEDS ACTUALLY RECEIVED FROM INSURANCE REQUIRED TO BE MAINTAINED UNDER THIS AGREEMENT, OR (d) LIMIT VIVINT’S WARRANTY OBLIGATIONS SET FORTH IN Article 9 AND EXHIBIT G. THE LIMITS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT BE REDUCED BY THE AMOUNT OF INSURANCE PROCEEDS AVAILABLE TO VIVINT OR VIVINT SOLAR.
Exclusions from Limitations. Unless and then only to the extent this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability for breaches of any confidentiality obligations contained in this Agreement or any amounts payable to third parties pursuant to the parties’ indemnification obligations hereunder.
Exclusions from Limitations. Unless and then only to the extent this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability for: (a) breaches of the exclusivity obligations contained in Section 16 of Rider A, Section 5.3 of Rider C, Section 3 of Rider D, Section 3 of Rider E, and Section 6.1 of Rider G, provided that in no event will Customer’s liability for breaches of these exclusivity obligations collectively exceed [*****]; (b) breaches of any confidentiality obligations contained in this Agreement; (c) infringement or misappropriation of the other party’s Intellectual Property Rights; (d) Customer’s breach of Section 3.5 (Subscriber License Agreement) of Rider C or Section 4.5(d) of Rider G); and (e) any amounts payable to third parties pursuant to the parties’ indemnification obligations hereunder; provided, however, [*****]; provided further, [*****].
Exclusions from Limitations. EXCEPT AS PROVIDED IN THIS SECTION 17.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exclusions from Limitations. Unless and then only to the extent this Agreement expressly slates otherwise, nothing in this Agreement shall exclude or limit either party’s liability for.
(a) breaches of the exclusivity obligations contained in this Agreement; (b) breaches of any confidentiality obligations contained in this Agreement; (c) infringement or misappropriation of the other party’s intellectual Property Rights or Customer’s breach of any license granted in this Agreement to use the applicable Google Data Protocol(s); or (d) any amounts payable to third parties pursuant to the parties’ indemnification obligations hereunder.
Exclusions from Limitations. Except as provided in this Section 16.3, neither party shall be liable to the other party for indirect, consequential, special, incidental, collateral, exemplary or punitive damages, including lost profits, regardless of the form of the action or the theory of recovery, even if such party has been advised of the possibility of such damages.
Exclusions from Limitations. NOTHING IN THIS ARTICLE 11 SHALL BE DEEMED OR CONSTRUED TO LIMIT (a) RECOVERY OF AMOUNTS OWED TO A THIRD PARTY THAT MAY BE RECOVERABLE FROM THE OTHER PARTY PURSUANT TO ANY INDEMNITY UNDER ARTICLE 8, (b) LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INTENTIONAL BREACH, FRAUD, OR ILLEGAL OR UNLAWFUL ACTS, (c) AMOUNTS DUE TO SELLER FOR UNPAID INVOICES, OR (d) SELLER’S WARRANTY OBLIGATIONS SET FORTH IN Article 7 AND EXHIBIT G. THE LIMITS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT BE REDUCED BY THE AMOUNT OF INSURANCE PROCEEDS AVAILABLE TO THE INDEMNIFIED PARTY.
Exclusions from Limitations. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NOTHING IN THIS AGREEMENT LIMIT OR EXCLUDES LIABILITY FOR THE FOLLOWING: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED; OR (D) CUSTOMER’S OBLIGATION TO MAKE PAYMENT OF FEES DUE AND PAYABLE UNDER THIS AGREEMENT.
Exclusions from Limitations. The limitations that are set forth in Sections 9.2(d) and 9.2(e) shall not apply in the case of fraud or intentional misrepresentation; provided, however, that in no event shall any Indemnitor's liability exceed the amount equal to the result of the multiplication of the Average Parent Common Stock Price by the number of shares of Parent Common Stock received by such Indemnitor in the Merger.