No Consequential Damages; Limitation of Liability Sample Clauses

No Consequential Damages; Limitation of Liability. In no event shall SherWeb be liable for any incidental, consequential, indirect, special, punitive or exemplary damages, or damages for loss of profits or revenues, business information or other pecuniary loss, arising under or in connection with this agreement and even if advised of the possibility of such damages. The foregoing disclaimer of liability shall apply regardless of whether such liability is based on breach of contract, contractual or extra-contractual liability, tort (including without limitation negligence), strict liability, breach of a fundamental term, fundamental breach, or otherwise. In no event shall SherWeb’s liability under this Agreement exceed the amount paid, under this Agreement by Reseller in the 12 month period immediately preceding the event giving rise to the Claim. Notwithstanding the foregoing, the foregoing disclaimer and limitation of liability shall not apply to the breach of the confidentiality obligations set out Section 8 or SherWeb’s obligations to indemnify pursuant to Section 12(a).

No Consequential Damages; Limitation of Liability. (a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER, OR IN CONNECTION WITH, THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES, EXPENSES OR DAMAGE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, INCREASED COSTS OF PRODUCTION, DAMAGES OR LOSSES AS A RESULT OF SUCH OTHER PARTY'S INABILITY TO OPERATE, INABILITY TO FULFILL CONTRACTS WITH THIRD PARTIES, OR SIMILAR MATTERS OR EVENTS ARISING FROM THE USE OR INABILITY TO SELL THE PRODUCTS OR ANY FAILURE TO FULFILL A PURCHASE ORDER IN A TIMELY FASHION, NOR SHALL EITHER PARTY BE LIABLE FOR ANY LOSS, EXPENSE OR DAMAGE SUFFERED OR INCURRED BY THE OTHER PARTY AS A RESULT OF CLAIMS, DEMANDS, SUITS OR OTHER PROCEEDINGS BY ANY OTHER PARTY OR PERSONS, WHETHER PRIVATE, PUBLIC OR GOVERNMENTAL IN NATURE. The limitations, exclusions and disclaimers in this Agreement shall apply irrespective of the nature of the cause of the action or demand, including but not limited to breach of contract, negligence, tort or any other legal theory and shall survive any breach or breaches and/or failure of the essential purpose of this Agreement, or any remedy contained in this Agreement. (b) IN NO EVENT SHALL EARTHSHELL'S CUMULATIVE LIABILITY IN RESPECT OF CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE RELATING TO THE USE, MANUFACTURE OR SALE OF PRODUCTS (WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY) EXCEED THE AGGREGATE AMOUNT OF ROYALTIES THERETOFORE PAID TO EARTHSHELL HEREUNDER.

No Consequential Damages; Limitation of Liability. (a) Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages. (b) In addition to the provisions of Section 14(a), and notwithstanding any other provision of this Agreement to the contrary, Customer agrees that the total liability of Request and its Affiliates for any and all types of liabilities related to or arising out of this Agreement and/or the Products, including but not limited to recall or withdrawal of the Products, shall not exceed $100,000 in the aggregate.

No Consequential Damages; Limitation of Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES OTHER THAN THE FOLLOWING UNDER A AND B BELOW (COLLECTIVELY “CLAIMS”): A. DIRECT DAMAGES, OR B. NEITHER PARTY SHALL BE LIABLE FOR DAMAGES SUCH AS CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR OTHER LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON THE OTHER PARTY’S CLAIMS OR THOSE OF THEIR AFFILIATES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, DELIVERABLES, OR SERVICES, THIRD-PARTY SOFTWARE, RESULTING REPORTS, THEIR ACCURACY OR THEIR INTERPRETATION, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. *** ********* ********* **** *** *** *** **********, ** *** *** ****, *** ******** *** *** **********, ** *** ***** ****, *** ***** **** ******* ** *** ****** ***** *** ****** *** ****** ******** **** ** ******** ********* ** *** ******** ******* ** ******* ******** **** ******** ****** *** ****** **** ******. DESPITE THE FOREGOING EXCLUSIONS AND LIMITATIONS, THIS SECTION 17, INCLUDING, BUT NOT LIMITED TO, THE CAP, SHALL NOT (I) APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, (II) APPLY TO THE EXTENT THAT THE LIABILITY ARISES OR RESULTS FROM FRAUD OR (III) BE CONSTRUED OR APPLIED SO AS TO LIMIT OR REDUCE: 3. NEITHER PARTY MAY BRING A CLAIM AGAINST THE OTHER MORE THAN ****** **** ****** FOLLOWING THE END OF: (X) THE PROCESSING TERM IF SUCH CLAIM PERTAINS SOLELY TO THE PROCESSING SERVICES OR FEES THEREFOR; OR (Y) THE PRINT AND MAIL TERM IF SUCH CLAIM PERTAINS SOLELY TO THE PRINT AND MAIL SERVICES OR PRINT-AND-MAIL-RELATED PRODUCTS, OR FEES THEREFOR. 9. Section 18, entitled TERM, is deleted in its entirety and replaced with the following:

No Consequential Damages; Limitation of Liability. The terms provided in this Section 12 are exclusive to the provision of CD Services under the Agreement and each Order Document, and the terms of Section 9.2 of the Agreement are not applicable to the provision of CD Services under this CD Addendum, including any act or omission by CSG, Customer and/or their respective Affiliates or subcontractors. (A) EXCEPT FOR *************** *********** *** ***** ** ******* * ** *** ********* AND ******** *(*) AND ** OF THIS CD AMENDMENT OR A BREACH BY EITHER PARTY OF ******* ** (***************) OF THE AGREEMENT OR ******* ** OF THIS CD ADDENDUM, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR RELATED PERSONS, LICENSORS OR VENDORS BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE. (B) Except FOR FEES PAYABLE OR DUE and OWING, DAMAGE OR LIABILITIES RELATED TO (i) a ****** ********* ** ********* * ***** ***** ******** *** ******* ** of the agreement with repsect to a claim ******* ** *** ** ******** ** * ******* ********** ***** **** ** ********* ** ** ***** ******** (ii) ******* ** ** **** ** ********* (iii) ******* ** ** *** ********* *** ******* ** ** **** ** ******** or (iv) ********* ****** ** *** ** ******* (*) – (*) of ******* * (*) or ******* *(*) of this ADDENDUM, each Party’s total aggregate liability for any Damages arising out of or related to this cd amendment will not exceed THE ******* ** *** *** ***** **** ******** **** ** ******** ** *** *** ** ******** ***** *** ****** ***** ********* ****** *** ******** *** ***** ****** ********* *** **** ** *** *** ** ******** ****** **** ** **** ** **** ******* ** *********** **** ** *** *** **** **** *** ********** ** ** ***** ******** ** ***** ***** ******** **** *** *** ******* ** ******** ** **** ** **** **** ******** ** *** ** ******** ** *** ********** ******* *** *** ********** (the “CD Liability Cap”). The existence of one or more claims will not enlarge the foregoing cd liability cap. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS cd amendment, INCLUDING this section 12, SHALL (I) APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AND (II) BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR EXCLUSIVE OR LIMITED REMEDY STATED HEREIN, AND SHALL APPLY EVEN IF CSG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

No Consequential Damages; Limitation of Liability. EXCEPT FOR THIRD PARTY CLAIMS FOR WHICH INDEMNIFICATION IS PROVIDED UNDER SECTIONS 6.1, 7.1 AND 7.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AMOUNTS REPRESENTING LOST PROFITS, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ORCHID’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY LOSSES FOR WHICH ORCHID IS OBLIGATED TO INDEMNIFY HOSPIRA UNDER SECTION 7.2, ORCHID’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED *** FOR THE FIRST CONTRACT YEAR AND *** FOR EACH CONTRACT YEAR THEREAFTER (PROVIDED THAT, IF ORCHID’S PURCHASES UNDER THIS AGREEMENT ARE GREATER THAN *** IN ANY CONTRACT YEAR, ORCHID’S TOTAL LIABILITY SHALL NOT EXCEED *** FOR SUCH CONTRACT YEAR). EXCEPT FOR HOSPIRA’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY LOSSES FOR WHICH HOSPIRA IS OBLIGATED TO INDEMNIFY ORCHID UNDER SECTION 7.1, HOSPIRA’S TOTAL LIABILITY UNDER [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. THIS AGREEMENT SHALL NOT EXCEED *** FOR THE FIRST CONTRACT YEAR AND *** FOR EACH CONTRACT YEAR THEREAFTER (PROVIDED THAT, IF ORCHID’S PURCHASES UNDER THIS AGREEMENT ARE GREATER THAN *** IN ANY CONTRACT YEAR, HOSPIRA’S TOTAL LIABILITY SHALL NOT EXCEED *** FOR SUCH CONTRACT YEAR ). THE PARTIES SHALL DETERMINE WHETHER THE THRESHOLD AMOUNT OF SALES WAS REACHED IN ORDER TO TRIGGER THE HIGHER LIABILITY CAP FOR THE THIRD AND SUBSEQUENT CONTRACT YEARS AT THE END OF EACH THIRD AND SUBSEQUENT CONTRACT YEAR. THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES. FURTHERMORE, THE REPRESENTATIONS AND WARRANTIES PROVIDED BY HOSPIRA HEREIN DO NOT APPLY TO ANY PRODUCTS TO THE EXTENT THAT SUCH PRODUCTS FAILS TO CONFORM TO APPLICABLE SPECIFICATIONS OR APPLICABLE LAW DUE TO (I) MANUFACUTRING PROCESSES, EQUIPMENT, DESIGN OR OTHER INTELLECTUAL PROPERTY TRANSFERRED TO HOSPIRA UNDER THE BUSINESS TRANSFER AGREEMENT; OR (II) ANY ACTION TAKEN BY ANY PERSON OR ENTITY (OTHER THAN HOSPIRA ...

No Consequential Damages; Limitation of Liability. In no event shall either Joint Venturer be liable with respect to any subject matter of this Agreement for loss of profits or incidental, indirect, special, consequential or other similar damages under any contract, negligence, strict liability or other legal or equitable theory. Except as provided in Section 28 below, the liability of each Joint Venturer for any claim arising out of or in connection with this Agreement shall not exceed the amount paid to each Joint V enturer by the Project or fine other Joint Venturer with respect to the specific items of Software or Hardware giving rise to such claim.

No Consequential Damages; Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SELLER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO BUYER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, LOSS PROFITS, PUNITIVE OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF SELLER HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL SELLER'S LIABILITY TO BUYER FOR ANY BREACH OF THIS AGREEMENT EXCEED THE AGGREGATE PRICE OF THE PRODUCTS PURCHASED BY BUYER HEREUNDER.

No Consequential Damages; Limitation of Liability. UNDER NO CIRCUMSTANCES WILL TEAMWORK OR ITS RELATED PERSONS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF DISTRIBUTOR OR END-USERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCT, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH TEAMWORK MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO TEAMWORK BY DISTRIBUTOR FOR THE SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE.