Common use of Limits of Responsibility Clause in Contracts

Limits of Responsibility. (a) Except as otherwise set forth herein, MWE Hydrocarbon assumes no responsibility under this Agreement other than to provide the Services called for under this Agreement in accordance with the terms of this Agreement and shall not be responsible for any action of the Company or the Company Board in following or declining to follow any advice or recommendations of MWE Hydrocarbon. The MWE Entities and their respective stockholders, members, partners, directors, managers, officers and employees (collectively, the “MWE Released Parties”) will not be liable to the Company Entities or their respective stockholders, members, partners, directors, managers, officers or employees (collectively, the “Company Released Parties”) for any acts or omissions by MWE Hydrocarbon performed or omitted in a manner reasonably believed to be within the scope of authority conferred on MWE Hydrocarbon pursuant to or in accordance with this Agreement, except for Losses for which MWE Hydrocarbon is obligated to indemnify the Company Released Parties pursuant to Section 6.3. (b) Except as otherwise set forth herein, there are no representations or warranties made by MWE Hydrocarbon or MWE Liberty, express or implied, at law or in equity, with respect to the subject matter hereof. (c) In no event shall either Party be liable to the other Party for special, indirect, incidental, consequential or punitive damages arising out of or related to this Agreement; provided, however, that this waiver shall not apply to the extent such special, indirect, incidental, consequential or punitive damages are awarded in a proceeding brought or asserted by a third party against either Party.