Common use of Limitations of Liability, Remedies and Damages Clause in Contracts

Limitations of Liability, Remedies and Damages. (a) Each Party acknowledges and agrees that in no event shall any partner, shareholder, owner, officer, director, employee, or affiliate of either Party be personally liable to the other Party for any payments, obligations, or performance due under this Agreement or any breach or failure of performance of either Party and the sole recourse for payment or performance of the obligations under this Agreement shall be against Seller or Purchaser and each of their respective assets and not against any other Person, except for such liability as expressly assumed by an assignee pursuant to an assignment of this Agreement in accordance with the terms hereof. (b) Notwithstanding any provision in this Agreement to the contrary, each of Seller’s and Purchaser’s respective obligation to pay Replacement Gas Costs shall be limited to a maximum of [*] per Contract Year (the “Yearly LD Limit”). Once a Party has paid Replacement Gas Costs equal to the Yearly LD Limit, such Party’s obligation to pay Replacement Gas Costs thereafter for the remainder of the same Contract Year shall be suspended. However, if the obligation of Seller to pay Replacement Gas Costs during any Contract Year reaches the Yearly LD Limit, then the provisions of Section 10.1 shall apply. (c) Notwithstanding any provision in this Agreement to the contrary, the total aggregate liability of either Party hereunder, no matter how arising, shall be limited to [*]. (d) THE PAYMENT, EXPRESS REMEDY OR MEASURE OF DAMAGES SET FORTH IN THE VARIOUS SECTIONS OF THIS AGREEMENT [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. SHALL BE THE SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH SECTIONS. EACH PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES SUFFERED BY THAT PARTY OR BY ANY CUSTOMER OR ANY PURCHASER OF THAT PARTY, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT DAMAGES FOR BREACH BY SELLER BASED ON THE INCREASE, IF ANY, IN PURCHASER’S COST OF OBTAINING REPLACEMENT GAS FROM ANOTHER SOURCE (WHETHER OR NOT SUCH REPLACEMENT GAS IS ACTUALLY PURCHASED BY PURCHASER) OVER THE AMOUNT WHICH WOULD BE PAYABLE BY PURCHASER UNDER THIS AGREEMENT WITH RESPECT TO SUCH GAS NOR LIMIT DAMAGES FOR BREACH BY PURCHASER BASED ON THE REDUCTION, IF ANY, IN PAYMENTS TO SELLER FROM THE SALE OF GAS FROM THE FACILITY ARISING OUT OF SUCH BREACH. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. (e) The provisions of this Article XVI shall survive the termination of this Agreement.

Limitations of Liability, Remedies and Damages. (a) Each Party acknowledges and agrees that in no event shall any partner, shareholder, owner, officer, director, employee, or affiliate of either Party or an affiliate thereof (other than LSP-Energy, Inc. in its capacity as a general partner of Seller) be personally liable to the other Party for any payments, obligations, or performance due under this Agreement or any breach or failure of performance of either Party and the sole recourse for payment or performance of the obligations under this Agreement shall be against Seller or Purchaser and each of their respective assets and not against any other Person, except for such liability as expressly assumed by an assignee pursuant to an assignment of this Agreement in accordance with the terms hereof. (b) Notwithstanding any provision in of this Agreement to the contrary, each prior to the Commercial Operation Date, the liability of Seller’s Seller to Purchaser pursuant to this Agreement (other than pursuant to Sections 19.1 and Purchaser’s respective obligation to pay Replacement Gas Costs 19.2) shall be limited to a maximum the amount of [*] per Contract Year (Incremental Replacement Power Costs through the “Yearly LD Limit”). Once a Party has paid Replacement Gas Costs equal to the Yearly LD Limit, such Party’s obligation to pay Replacement Gas Costs thereafter for the remainder termination date of the same Contract Year shall be suspended. However, if the obligation of Seller to pay Replacement Gas Costs during any Contract Year reaches the Yearly LD Limit, then the provisions of Section 10.1 shall applythis Agreement. (c) Notwithstanding any provision in of this Agreement to the contrary, after the total aggregate liability of either Party hereunderCommercial Operation Date, Seller shall have no matter how arisingobligation to deliver Replacement Power to Purchaser and Seller shall not be liable for, and shall be limited held harmless against, any claims, damages or liabilities of any kind resulting from a Forced Outage or other failure to [*]deliver Contract Capacity or Net Electrical Output to Purchaser other than as reflected in the calculation of Availability Adjustment Factor or pursuant to Section 10.3 or remedies available under clauses (i) and (ii) of Section 18.2. (d) Notwithstanding any provision of this Agreement to the contrary, after the Commercial Operation Date, Purchaser shall not be obligated to purchase and receive any minimum quantity of Net Electrical Output from the Dedicated Unit, or make any payments with respect thereto other than as set forth in Section X. Any liability of Purchaser to Seller pursuant to this Agreement (other than pursuant to Sections 19.1 and 19.2) shall be limited to the amount of the Reservation Payment through the Term of this Agreement. (e) THE PAYMENT, PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES SET FORTH IN THE VARIOUS SECTIONS IS HEREIN PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF THIS AGREEMENT [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH SECTIONSREMEDY. EACH PARTY’S 'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, EACH PARTY'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT. , NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES SUFFERED BY THAT PARTY OR BY ANY CUSTOMER OR ANY PURCHASER OF THAT PARTYDAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT DAMAGES FOR BREACH BY SELLER BASED ON THE INCREASE, IF ANY, IN PURCHASER’S COST OF OBTAINING REPLACEMENT GAS FROM ANOTHER SOURCE (WHETHER OR NOT SUCH REPLACEMENT GAS IS ACTUALLY PURCHASED BY PURCHASER) OVER THE AMOUNT WHICH WOULD BE PAYABLE BY PURCHASER UNDER THIS AGREEMENT WITH RESPECT TO SUCH GAS NOR LIMIT DAMAGES FOR BREACH BY PURCHASER BASED ON THE REDUCTION, IF ANY, IN PAYMENTS TO SELLER FROM THE SALE OF GAS FROM THE FACILITY ARISING OUT OF SUCH BREACH. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. (e) The provisions of this Article XVI shall survive the termination of this Agreement.

Limitations of Liability, Remedies and Damages. (a) Each Party acknowledges and agrees that in no event shall any partner, shareholder, owner, officer, director, employee, or affiliate Affiliate of either Party be personally liable to the other Party for any payments, obligations, or performance due under this Agreement or any breach or failure of performance of either Party and the sole recourse for payment or performance of the obligations under this Agreement shall be against Seller or Purchaser and each of their respective assets and not against any other Person, except for such liability as expressly assumed by an assignee pursuant to an assignment of this Agreement in accordance with the terms hereof. (b) Notwithstanding any provision in this Agreement to the contrary, each of Seller’s and Purchaser’s respective obligation to pay Replacement Gas Costs shall be limited to a maximum of [*] per Contract Year (the “Yearly LD Limit”). Once a Party This section has paid Replacement Gas Costs equal to the Yearly LD Limit, such Party’s obligation to pay Replacement Gas Costs thereafter for the remainder of the same Contract Year shall be suspended. However, if the obligation of Seller to pay Replacement Gas Costs during any Contract Year reaches the Yearly LD Limit, then the provisions of Section 10.1 shall applybeen intentionally deleted. (c) Notwithstanding any provision in of this Agreement to the contrary, after the total aggregate Delivery Start Date of a Dedicated Unit, Seller shall have no obligation to deliver Replacement Power with respect to such Dedicated Unit to Purchaser, and Seller shall not be liable for any claims, damages or liabilities of any kind resulting from a Forced Outage or other failure to deliver Actual Contract Capacity or Net Electrical Output from such Dedicated Unit to Purchaser or for such Dedicated Unit to operate within the Design Limits (other than (i) as reflected in the calculation of Availability Adjustment Factor, (ii) Seller’s obligation to reimburse Purchaser for Replacement Power requested by Seller to be provided pursuant to Sections 6.3, and Appendix E or, (iii) pursuant to Section 19.1, in which event this limitation of liability shall not apply); provided that the foregoing shall not limit the liability of either Party hereunder, no matter how arising, shall be limited to [*]Seller upon cancellation of this Agreement upon an Event of Default of Seller. (d) THE PAYMENT, EXPRESS REMEDY OR MEASURE OF DAMAGES SET FORTH IN THE VARIOUS SECTIONS OF SECTIONS, 6.3, 8.3, 9.4, 10.1(b), 10.4, 12.1, 13.4, 13.5, 17.3, 18.3, 19.1, 19.2, AND THIS AGREEMENT [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. SECTION 19.3 SHALL BE THE SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH SECTIONS. EACH PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT. , NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES SUFFERED BY THAT PARTY OR BY ANY CUSTOMER OR ANY PURCHASER OF THAT PARTY, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT DAMAGES FOR BREACH BY SELLER BASED ON THE INCREASE, IF ANY, IN PURCHASER’S COST OF OBTAINING REPLACEMENT GAS POWER FROM ANOTHER SOURCE (WHETHER OR NOT SUCH REPLACEMENT GAS POWER IS ACTUALLY PURCHASED BY PURCHASER) OVER THE AMOUNT WHICH WOULD BE PAYABLE BY PURCHASER UNDER THIS AGREEMENT WITH RESPECT TO SUCH GAS POWER NOR LIMIT DAMAGES FOR BREACH BY PURCHASER BASED ON THE REDUCTION, IF ANY, IN PAYMENTS TO SELLER FROM THE SALE OF GAS POWER FROM THE FACILITY DEDICATED UNITS ARISING OUT OF SUCH BREACH. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, PURCHASER SHALL NOT BE LIABLE FOR ANY COSTS, CLAIMS OR DAMAGES WHICH ARE CALCULATED WITH RESPECT TO THE PERIOD OF TIME BEFORE OR AFTER THE TERM; UNDER NO CIRCUMSTANCES SHALL PURCHASER BE LIABLE FOR ANY COSTS, CLAIMS OR DAMAGES WHICH OCCUR DURING OR ARISE OUT OF A PERIOD OF TIME EITHER BEFORE OR AFTER THE TERM. (e) The provisions of this Article XVI XIX shall survive the termination of this Agreement.