LIMITATIONS ON BUYER’S LIABILITY Clause Samples

LIMITATIONS ON BUYER’S LIABILITY. In no event shall Buyer be liable to Seller for anticipated profits or for incidental or consequential damages. Buyer's liability for a claim of any kind for any loss or damage arising out of or in connection with or resulting from this Order, or from any performance or breach, shall in no case exceed the price allocable to the goods or services, which directly gives rise to the claim.

LIMITATIONS ON BUYER’S LIABILITY. In no event shall Buyer be liable to Seller for any lost profits or for any incidental, consequential, special, exemplary or punitive damages. Without limiting the foregoing, the parties further agree that in no event shall Seller’s damages exceed the value of Goods purchased by ▇▇▇▇▇ from Seller in the three months immediately preceding the alleged breach.

LIMITATIONS ON BUYER’S LIABILITY. Notwithstanding anything to the contrary in this Agreement, the liability of Buyer under this Agreement, any Related Document and any other documents delivered in connection herewith or contemplated hereby shall be limited as follows: (a) EXCEPT TO THE EXTENT ARISING OUT OF FRAUD, CRIMINAL MISREPRESENTATION OR WILLFUL MISCONDUCT, IN NO EVENT SHALL BUYER BE LIABLE TO THE SELLER INDEMNITEES FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, REMOTE OR SPECULATIVE DAMAGES INCLUDING LOST PROFITS. (b) Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer indemnify the Seller Indemnitees, or be otherwise liable in any way whatsoever to the Seller Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 11.4) otherwise subject to indemnification by Buyer pursuant to Section 11.2(a) until the Seller Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 11.2(a) that in the aggregate exceed One Hundred Thousand Dollars ($100,000), after which Buyer shall then be liable for all Losses incurred by the Seller Indemnitees that are indemnifiable pursuant to Section 11.2(a). (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer indemnify the Seller Indemnitees, or be otherwise liable in any way whatsoever to the Seller Indemnitees, for any Losses (determined after giving effect to the other provisions of this Section 11.4) otherwise subject to indemnification by Buyer pursuant to Section 11.2(b) until (i) any individual Loss (or series of related Losses arising from a common set of facts) exceeds Fifty Thousand Dollars ($50,000) and (ii) the Seller Indemnitees have incurred Losses otherwise indemnifiable pursuant to Section 11.2(b) that in the aggregate exceed Twenty Million Dollars ($20,000,000). Buyer shall be liable for all Losses individually or in the aggregate (determined after giving effect to the other provisions of this Section 11.4) incurred by the Seller Indemnitees that are subject to indemnification by Buyer pursuant to Section 11.2(b) that in the aggregate exceed Twenty Million Dollars ($20,000,000), up to, but not exceeding, One Hundred Million Dollars ($100,000,000).

LIMITATIONS ON BUYER’S LIABILITY. The Buyer will not be liable under the indemnity provision in Section 7.3 in respect of any claim unless written notice of the claim providing reasonable details of the alleged Sellers' Losses has been provided to the Buyer within 18 months after the Closing Date, except in respect of a claim arising out of the Buyer's breach of Section 5.10.

LIMITATIONS ON BUYER’S LIABILITY. In no event shall Buyer be liable to Seller for any lost profits, lost revenue, lost production or for any incidental, consequential, special, and exemplary or punitive damages. Without limiting the foregoing, the parties further agree that with respect to a claim arising out of or in connection the termination of this agreement or any Order, Seller’s damages, if any, shall be limited to the damages set forth in Section 29 (Termination Claims).

LIMITATIONS ON BUYER’S LIABILITY. The liability of Buyer under Section VIII.2. of this Agreement shall be without deduction or limitation, except that the liability of Buyer under Section VIII.2.a. and Section VIII.2.d (to the extent it relates to Section VIII.2.a of this Agreement) shall: (1) not arise with respect to a single course of conduct, related set of circumstances, occurrence or event unless the damages suffered by an indemnified party arising therefrom exceed One Thousand and 00/100 Dollars ($1,000.00) (a "Buyer Indemnifiable Breach"); (2) be recoverable only if and to the extent that the cumulative damages suffered by Seller for all Buyer Indemnifiable Breaches exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00); and (3) Seller shall not be entitled to more than one recovery for any single loss, damage, cost, expense, liability, obligation or claim even though such may have resulted from the breach or inaccuracy of more than one of the representations and warranties made by Buyer in or pursuant to this Agreement.

LIMITATIONS ON BUYER’S LIABILITY. Except as provided in Section 22.2.2 below, Buyer’s total liability for claims by Seller and/or Seller Indemnitees arising out of or relating to the performance or non-performance of Buyer’s obligations under this Agreement (including Buyer’s obligation to pay the Purchase Price as the same may increase from time to time in accordance with the terms of this Agreement) shall in no event no event exceed: (i) one hundred percent (100%) of the Purchase Price (as the same may be adjusted from time to time) for any damages awarded pursuant to a claim asserted at any time from the Effective Date through the date Substantial Completion is achieved; (ii) thirty-three percent (33%) of the Purchase Price (as the same may be adjusted from time to time) for any damages awarded pursuant to a claim asserted at any time after Substantial Completion is achieved through the second (2nd) anniversary of the date Substantial Completion is achieved; or (iii) ten percent (10%)of the Purchase Price (as the same may be adjusted from time to time) for any damages awarded pursuant to a claim asserted at any time after the second (2nd) anniversary of the date Substantial Completion is achieved. Seller’s sole recourse for any damages or liabilities due to Seller by Buyer pursuant to this Agreement shall be limited to the assets of Buyer without recourse individually or collectively to the Affiliates of Buyer or the respective officers, managers, directors, employees or agents of Buyer. The Buyer's total limit of liability with respect to any claim shall not apply: Whatsoever, to any (i) amounts paid by Buyer to or on behalf of Seller or a Seller Indemnitee arising out of the willful misconduct, gross negligence or fraud of Buyer or any Person for whom at law or under this Agreement Buyer is responsible; (ii) Buyer's indemnification obligations hereunder to the extent occurring with respect to third parties; or (iii) Governmental Authority's fines, penalties or other enforcement fees caused solely by the tortious or criminal conduct or contractual breach of Buyer; and With respect to any claim for which Buyer is responsible under this Agreement that is either covered or required by this Agreement to be covered by Buyer's insurance. In such case, Buyer's total limit of liability for the claim covered by Buyer's insurance or required by this Agreement to be covered by Buyer's insurance shall be the greater of (i) the limits of liability for the applicable insurance policy(ies) of Buyer r...

LIMITATIONS ON BUYER’S LIABILITY. If the Closing occurs, Buyer's and Andritz's liability shall be limited as set forth in this Section 9.5. (a) Neither Andritz nor Buyer shall have any liability with respect to any claim arising under Section 9.3(a) or under Section 9.3(b), unless and only to the extent such claim has been made in writing to Seller on of before the date which is eighteen months after the Closing Date. (b) Neither Andritz nor Buyer shall have any liability with respect to any claim arising under Section 9.3(a), unless the aggregate amount of all such claims exceeds $250,000 (or its equivalent in another currency); provided that if the aggregate amount of all such claims equals or exceeds $250,000 (or its equivalent in another currency) then the full amount of such claims shall be payable; provided, however, this Section 9.5(b) will not apply to any fraudulent breach of any of Andritz's or Buyer's representations and warranties, and Andritz or Buyer will be liable for all Losses with respect to such breaches. (c) Neither Andritz nor Buyer shall have any liability with respect to any individual claim arising under Section 9.3(a), which is less than $0,000 (or its equivalent in another currency); provided that if the amount of such individual claim equals or exceeds $10,000 (or its equivalent in another currency) then the full amount of such claim shall be payable. For purposes of calculating the size of a claim, multiple claims arising out of the same facts and circumstances shall be considered one claim. (d) Any payments made by Buyer under Section 9.3 other than Section 9.3(d) , shall be net of any insurance proceeds actually received by the relevant Seller Indemnitee (net of any additional costs incurred by reason of such recovery). (e) The aggregate liability of Andritz under this Agreement (other than the liability to pay the adjusted Net Asset Value and interest thereon) shall not exceed $2,500,000. (f) Neither Andritz nor Buyer shall have any liability hereunder for any loss of profits, loss of revenue or loss of opportunity or other consequential damages suffered by either Seller or for any special or punitive damages of any nature. The provisions of this Section 9.5(f) shall not apply to Andritz and Buyer's obligation to defend and indemnify against third party claims and Losses resulting there from.

LIMITATIONS ON BUYER’S LIABILITY. IN NO EVENT SHALL BUYER BE LIABLE TO SELLER FOR ANY ANTICIPATED PROFITS OR FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY OTHER INDIRECT DAMAGES WHATSOEVER INCLUDING LOSS OF PROFITS (REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE OR OTHER LEGAL THEORY. Seller agrees that, in addition to any other restrictions under law, any action by Seller against Buyer must be commenced within one year after the breach or other event giving rise to Seller’s claim occurs, regardless of Seller’s lack of knowledge of the breach or other event giving rise to such claim. Notwithstanding the foregoing, with respect to a claim arising out of or in connection with the termination of this agreement for convenience, Seller’s damages, if any, shall be limited to the damages set forth in Section 6.