LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES Sample Clauses

The "Limitation of Liability and Waiver of Consequential Damages" clause restricts the amount and types of damages that one party can recover from the other in the event of a breach or dispute. Typically, this clause sets a maximum cap on direct damages and explicitly excludes recovery for indirect or consequential losses, such as lost profits or business interruption. Its core function is to allocate and limit financial risk between the parties, providing predictability and protecting both sides from potentially excessive or unforeseeable liabilities.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. 12.1 SUBJECT TO SECTIONS 12.3 AND 12.4 BELOW, EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES ARISING FROM CLAIMS UNDER OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE BY YOU TO AN AUTHORIZED DISTRIBUTOR FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE. 12.2 SUBJECT TO SECTION 12.3 AND 12.4, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST BUSINESS, LOSS OF GOODWILL, LOST REVENUE OR LOST SAVINGS, LOSS OF USE OR LOSS, STOLEN OR DAMAGED DATA OR INTERRUPTION OF BUSINESS, LOSS OF PERSONNEL SALARIES, COMPUTER OR SYSTEM FAILURE OR MALFUNCTION, COSTS OF OBTAINING SUBSTITUTE PRODUCTS, WORK STOPPAGE, DENIAL OF ACCESS OR DOWNTIME, SYSTEM OR SERVICE DISRUPTION OR INTERRUPTION, AS WELL AS THE COSTS OF RESTORING ANY LOST, DAMAGED, OR STOLEN DATA, INFORMATION OR SYSTEMS, EVEN IF THE DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. 12.3 THESE LIMITATIONS OF LIABILITY APPLY WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, EQUITY, STATUTE OR OTHERWISE. 12.4 THE LIMITATIONS IN THIS SECTION 12 DO NOT APPLY TO CLAIMS FOR FRAUD, BREACH OF CONFIDENTIALITY, INDEMNITY (SEE SECTION 10), YOUR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS OR ANY LIABILITY THAT CANNOT BE OTHERWISE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. 12.1 SUBJECT TO SECTIONS 12.3 AND 12.4 BELOW, EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES ARISING FROM CLAIMS UNDER OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE BY YOU TO AN AUTHORIZED DISTRIBUTOR FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. EXCEPT AS PROVIDED IN SECTION 1.6, SECTION 6.3 AND SECTION 9, HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY CLAIM FOR DAMAGES BASED UPON LOSS OF PROFITS. IN ADDITION, IN NO EVENT SHALL IGI'S LIABILITY TO IMX EXCEED THE TOTAL NET PRICE PAID TO IGI BY IMX FOR PRODUCTS SUPPLIED TO IMX. THE FOREGOING ALLOCATION OF RISKS IS REFLECTED IN THE PRICE OF THE PRODUCTS.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. Other than as provided in this Agreement, and except for the obligations of indemnification set forth herein and liabilities arising from the District’s willful misconduct, the District's financial obligations under this Agreement shall be limited to the payment of the compensation provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event other than those arising from or related to the District’s willful misconduct shall the District be liable, regardless of whether the claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including but not limited to, lost profits or revenue. The foregoing limitation shall not apply in the event of Termination for Convenience, the cost of contracting with a third party to complete or correct the Work hereunder, or reasonable costs, profit, or direct damages awarded by a court of competent jurisdiction or arbitrator in proceedings involving disputes related to changes in the Work.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR EITHER PARTY’S BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR OF THE SUBSECTION TITLED “CONFIDENTIAL INFORMATION”, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES FOR LOSS OF USE, LOST PROFITS, BUSINESS LOSS OR ANY OTHER INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC OR CONSEQUENTIAL DAMAGES WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USERTESTING’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER TO USERTESTING FOR THE USE OF THE PLATFORM OR SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH DAMAGES.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL FGC BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PURCHASE ORDER (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT, INCLUDING NEGLIGENCE, AND EVEN IF FGC HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT SUCH DAMAGES ARE
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY CLAIM FOR DAMAGES BASED UPON LOSS OF PROFITS. IN ADDITION, IN NO EVENT SHALL IGI'S LIABILITY TO GW EXCEED THE TOTAL NET PRICE (INCLUDING ROYALTIES AND SALES MILESTONE PAYMENTS) PAID TO IGI BY GW FOR PRODUCTS SUPPLIED TO GW. THE FOREGOING ALLOCATION OF RISKS IS REFLECTED IN THE PRICE OF THE PRODUCTS.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. Buyer’s liability for all claims of any kind, or for any damage arising out of or in connection with or resulting from this Agreement, or from the performance or breach thereof, shall in no case exceed the total price of the Products ordered by the Buyer under this Agreement in the twelve (12) month period immediately preceding the event from which the claim arose.
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LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES. Notwithstanding anything herein to the contrary, the remedies provided under this Confirmation Letter and Master Agreement are the exclusive remedies available to the Parties. Under no circumstances shall the maximum aggregate liability of EPMI for damages under this Confirmation Letter and Master Agreement exceed one hundred percent (100%) of the fees paid to EPMI under this Confirmation Letter (the “Aggregate Limit”). The Aggregate Limit is the total aggregate liability of EPMI under any theory of recovery, and includes but is not limited to liquidated damages, warranty obligations, tort (including negligence), breach of contract (including any breach resulting in termination) and indemnity obligations. Neither party (nor their directors, officers, employees, affiliates, or shareholders) shall be entitled to recover incidental, indirect or consequential damages, including loss of profits, loss of business opportunities, loss of goodwill, increased operating costs, or any other special or incidental damages, or any punitive or exemplary damages. Non-Exclusive Relationship. Genco understands and acknowledges that EPMI is in the business of buying and selling all forms of energy and intends to provide the same and similar services to others. Nothing in this Confirmation Letter, or any act taken pursuant to this Confirmation Letter, shall prevent EPMI from engaging in such activities, require EPMI to disclose the same, or otherwise create any liability on the part of EPMI under this Confirmation Letter. As a material part of the consideration for the execution of this Confirmation Letter, Genco hereby waives any such right or claim of notice or participation in such activities. Genco acknowledges that it is not entitled to audit EPMI’s books maintained on behalf of other third parties. EPMI’s Trading Book. Genco acknowledges that EPMI’s own transactions and trading books may, at any time, be opposite from some or all of Genco’s power positions, including an overall position that may be long or short; and EPMI may make recommendations for Genco to transact in a different manner than would EPMI act for its own account. EPMI will be entitled to one hundred percent (100%) of the renewable attributes associated with Energy produced from each Generation Facilitiy listed on Exhibit “A” from the Date Online for each Generation Facility until the expiration of this Confirmation Letter. Genco will obtain and subsequently maintain its California Energy Commission (“CEC...
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Related to LIMITATION OF LIABILITY AND WAIVER OF CONSEQUENTIAL DAMAGES

  • Disclaimer of Consequential Damages Except otherwise not permitted to be limited under applicable law, neither Party will be liable to the other Party hereto or any third party for any special, indirect, incidental, consequential, exemplary or punitive damages or for the loss of profits, business, revenues, goodwill, savings or customers, or for lost or damaged data, whether such Liability is predicated on contract, strict Liability or any other theory, and regardless, in each case, whether or not such damages were foreseeable or even if a Party has been advised of the possibility of such damages.

  • Waiver of Consequential Damages, Etc To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

  • Waiver of Consequential Damages To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, the Related Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents, the Related Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

  • Mutual Waiver of Consequential Damages In no event shall either party be liable to the other for any consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits.

  • Exclusion of Consequential Damages ‌ Notwithstanding anything contained herein to the contrary, neither Party will be liable under this Agreement or under any cause of action relating to the subject matter of this Agreement for any special, indirect, incidental, punitive, exemplary or consequential damages, including loss of profits, loss of use of any property or claims of customers or contractors of the Parties for any such damages.