Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

Liquidated Damages. The Parties agree that in event of Tejon’s failure to fulfill its obligations to deliver water in accordance with this Agreement during any given month or portion thereof (“Delivery Default”), it would be impractical or extremely difficult to fix actual damages and that an amount representing PEF’s approximate costs to replace the Tejon Water shall constitute liquidated damages payable to PEF (“Liquidated Damages”) upon thirty (30) days’ written notice. Liquidated Damages shall be equal to the following with respect to each time period in which a Delivery Default occurs: 1.25 times the total of the Annual Volume, Additional Volume and Groundwater Storage Recovery scheduled by PEF for the applicable delivery period (calculated as daily AF/A), multiplied by the Unit Volume Payments established in Section 7.2, plus any water and conveyance fees, penalties or other fees incurred by PEF to acquire Replacement Water as a direct result of the Delivery Default (“Fees”). By way of example, Liquidated Damages for a one month Delivery Default in 2016 during a period when PEF scheduled delivery of 433 AF would be calculated as follows:

Waiver of Damages. The Seller, on the one hand, and the Purchaser, on the other hand, each agrees, to the fullest extent permitted by applicable law, not to assert, and hereby waives, any claim against any other party, on any theory of liability, for any special, indirect, consequential or punitive damages (as opposed to actual or direct damages) resulting from this Agreement or arising out of such other party’s activities in connection herewith; provided that this sentence shall in no way limit or vitiate any obligations of a party to indemnify the other party hereunder with respect to any third-party claims for special, indirect, consequential or punitive damages whatsoever.

Limitation of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS, OR LOST SAVINGS) HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF IT HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY WITH RESPECT TO # ANY BREACH BY EITHER PARTY OF SECTION 6 (CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS), # THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY OR # ANY BREACH BY ABMUNO OF THE FIRST SENTENCE OF SECTION 2.6 (NON-COMPETITION). NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF A PARTY UNDER SECTION 8.1 OR SECTION 8.2.

Computation of Damages. Any computation of the Damages payable pursuant to this Article 9 shall be decreased to the extent of any amounts recovered by the indemnified party from any third party (including insurance proceeds) in respect of any such Damages. The indemnified party shall use its commercially reasonable efforts to pursue payment under or from any insurer or third-party in respect of such Damages.

No Consequential Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall the Securities Intermediary be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Securities Intermediary has been advised of such loss or damage and regardless of the form of action.

Limitation of Damages. EXCEPT FOR THE PARTIES’ OBLIGATIONS UNDER SECTION 9 ABOVE OR ​’S REPRODUCTION, USE OR DISTRIBUTION OF THE LICENSED SOFTWARE OUTSIDE THE SCOPE OF THE LICENSES AND RIGHTS GRANTED IN SECTION 4 ABOVE, EACH PARTY’S TOTAL LIABILITY FOR DAMAGES IN CONNECTION WITH THIS OEM AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER FORM OF ACTION, WILL IN NO EVENT EXCEED THE AMOUNT OF THE TOTAL LICENSE FEES ACTUALLY PAID TO KX BY ​ UNDER THIS OEM AGREEMENT.

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Loan Parties shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for 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 Advance or the use of the proceeds thereof. No Indemnitee referred to in paragraph # 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 or the transactions contemplated hereby or thereby.

Obligation Absolute; Partial Liquidated Damages. The [[Organization A:Organization]]’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof, are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the [[Organization A:Organization]] or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the [[Organization A:Organization]] to the Holder in connection with the issuance of such Conversion Shares. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the [[Organization A:Organization]] may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the [[Organization A:Organization]] posts a surety bond for the benefit of the Holder in accordance with [Section 4.1(e)] of the Purchase Agreement. The exercise of any such rights shall not prohibit the Holder from seeking to collect damages under this Note, the Purchase Agreement or under applicable law.

If, prior to the Closing Date, the Property or any part thereof be destroyed or further damaged by fire, the elements, or any cause, due to events occurring subsequent to the date of this Agreement to the extent that the cost of repair exceeds $10,000.00, this Agreement shall become null and void, at Buyer's option exercised, if at all, by written notice to Seller within ten (10) days after Buyer has received written notice from Seller of said destruction or damage. Seller, however, shall have the right to adjust or settle any insured loss until # all contingencies set forth in Paragraph 6 hereof have been satisfied, or waived; and # any ten-day period provided for above in this [Subparagraph 16a] for Buyer to elect to terminate this Agreement has expired or Buyer has, by written notice to Seller, waived Buyer's right to terminate this Agreement. If Buyer elects to proceed and to consummate the purchase despite said damage or destruction, there shall be no reduction in or abatement of the Purchase Price, and Seller shall assign to Buyer the Seller's right, title, and interest in and to all insurance proceeds (pro-rata in relation to the Property) resulting from said damage or destruction to the extent that the same are payable with respect to damage to the Property, subject to rights of any Tenant of the Property.