Liability Limitations; Mitigation Clause Samples

The "Liability Limitations; Mitigation" clause sets boundaries on the amount and types of damages one party can recover from the other in the event of a breach or other legal claim. Typically, this clause caps the total liability to a specified amount, such as the value of the contract, and may exclude certain types of damages like indirect or consequential losses. It also often requires the parties to take reasonable steps to minimize any losses that might arise. The core function of this clause is to allocate and manage risk between the parties, ensuring that neither side faces unlimited financial exposure and encouraging both to act prudently to prevent or reduce potential damages.
Liability Limitations; Mitigation. 9.13.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except: 9.13.1.1 as is otherwise provided herein; 9.13.1. 2 as may be covered by a Party’s or a Purchaser’s insurance policies;
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Liability Limitations; Mitigation. 9.9.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except: 9.9.1.1 as may arise from a Party’s or any Purchaser’s gross negligence, willful misconduct, fraud or violation of applicable law or regulation; 9.9.1.2 as may arise from a Party’s or any Purchaser’s breach of Section 11.0 (Confidentiality); or 9.9.1.3 obligations pursuant to Section 9.7 (Recalls) or Sections 10.1 and 10.2 (Vendor Indemnification; Comparative Fault). 9.9.2 Any reasonable costs and expenses incurred by HealthTrust and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages.
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Liability Limitations; Mitigation. 9.9.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except: 9.9.1.1 as may arise from a Party’s or any Purchaser’s gross negligence, willful misconduct, fraud or violation of applicable law or regulation; 9.9.1.2 as may arise from a Party’s or any Purchaser’s breach of Section 9.9.1.3 obligations pursuant to Section 9.7 (Recalls) or Sections 10.1 (Vendor Indemnification) and 10.2 (Comparative Fault). 9.9.2 Any reasonable costs and expenses incurred by HealthTrust and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages. 9.9.3 Upon the occurrence of a termination event due to Vendor’s breach, Purchaser’s fulfilment of its payment obligations to any leasing or financing entities related to the applicable Products, Vendor Software or Equipment shall be considered direct damages recoverable by Purchaser under this Agreement.
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Liability Limitations; Mitigation. Except as is otherwise provided herein, and except as may arise from a Party’s or any Purchaser’s (i) gross negligence, willful misconduct, or violation of applicable law, or (ii) breaches of Section 11.0 (“Confidentiality”), or obligations pursuant to Section 9.9 (“Recall”) or Section 10.1 (“Vendor Indemnification”), neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages. Any reasonable costs and expenses incurred by Division and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages.
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Liability Limitations; Mitigation. 9.10.1 Except for damages arising out of (i) either Party’s [***] (ii) a Party’s indemnification obligations under this Agreement, or (iii) a Party’s or any Purchaser’s breach of Section 11.0 (Confidentiality); the aggregate liability of either party to the other with respect to this Agreement shall not exceed [***] dollars ($[***]). Neither Party nor any Purchaser shall be liable to the other for the other’s [***]. 9.10.2 Any reasonable costs and expenses incurred by HMS and any Purchasers to mitigate or lessen any damages or harm caused by any failure of Products or Services to comply with the warranties referenced in this Agreement shall be considered direct damages.
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Liability Limitations; Mitigation. 9.13.1 Neither Party nor any Purchaser shall be liable to the other for the other’s special, consequential, punitive, incidental or indirect damages, however caused, on any theory of liability, and whether or not they have been advised of the possibility of such damages, except: 9.13.1.1 as is otherwise provided herein; 9.13.1. 2 as may be covered by a Party’s or a Purchaser’s insurance policies; * Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
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Related to Liability Limitations; Mitigation

  • Liability Limitations This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

  • Liability Limitation CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER’S ABILITY TO PAY, ANY THIRD PARTY’S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

  • Liability Limit THE REMEDY IN ANY CLAIM OR SUIT BY YOU AGAINST US WILL BE LIMITED TO DIRECT, ACTUAL DAMAGES, AND NEITHER NEXTERA ENERGY SERVICES OHIO, LLC NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT (INCLUDING LOSS OF PROFITS) OR PUNITIVE DAMAGES.

  • Liability Limits Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party shall be indemnified by the Shareholder under this Article X for any Purchaser Losses (i) with respect to any claim unless such claim involves Purchaser Losses in excess of $75,000 (the “Single Claim Amount”) and (ii) unless and until the aggregate amount of such Purchaser Losses exceeds three-fourths of one percent (0.75%) of the Purchase Price (the “Deductible”), but only if such Purchaser Losses also meet the requirements of clause (i) of this Section 10.5(a), after which the Shareholder shall only be obligated for such aggregate Purchaser Losses in excess of the Deductible. (a) The total aggregate amount of the liability of the Shareholder for Purchaser Losses shall be limited to ten percent (10%) of the Purchase Price (the “Cap”). (b) Neither the Single Claim Amount nor the Deductible shall apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), Section 10.1(d), Section 10.1(e) or Section 10.1(f), or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. The Cap shall not apply to any Purchaser Losses (i) pursuant to Section 10.1(b), Section 10.1(c), or Section 10.1(d) or (ii) in respect of any fraud claim or any claim related to a breach of Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.14 or Section 4.25. (c) Payments by an Indemnifying Party pursuant to Section 10.1 or Section 10.2 in respect of any Purchaser Loss or Shareholder Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnified Party (or the Company or any of its Subsidiaries) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses before seeking indemnification under this Agreement. (d) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, exemplary, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple (except to the extent such types of damages constitute losses to a third party as a result of any claim).

  • Standard of Care; Uncontrollable Events; Limitation of Liability SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised of the possibility of such damages.