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.

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.

LIMITATION OF DAMAGES. WITH THE EXCEPTION OF A PARTY’S INDEMNIFICATION OBLIGATIONS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR HAVE A RIGHT AS AGAINST THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED, HOWEVER, LOST PROFITS SHALL BE RECOVERABLE. This Section shall survive the expiration, cancellation or termination of this Agreement.

It is expressly agreed by all parties to this Agreement that any dispute between the parties will be determined by binding arbitration performed under the rules of the American Arbitration Association. It is expressly agreed that in no event can the Employee seek damages exceeding one year’s base salary. This provision applies to any and all claims arising from Employee’s employment, except for matters solely and directly related to Workers Compensation Insurance.

Damages. The Company and Consultant have to perform its own work responsibility separately at its best effort and reasonable business judgment. Once one party breach this principle, the other party shall have right to obtain corresponding damages for work malpractice or delay to be caused.

Damages. Unless otherwise agreed by the Parties, all monies recovered upon the final judgment or settlement of any action described in Section 12.6(b), or any action described in Section 12.6(c), will be used: # first, to reimburse each of the Parties on a pro rata basis for each of their out-of-pocket costs and expenses relating to the action; and # second, ​ to the controlling Party and ​ to the other Party.

Damages. The parties agree that damages incurred as a result of a breach of this Agreement will be difficult to measure. It is, therefore, further agreed that, in addition to any other remedies, equitable relief will be available in the case of a breach of this Agreement. It is also agreed that, in the event Consultant files a claim against the Company with respect to a claim released by Consultant herein (other than a proceeding before the Equal Employment Opportunity Commission), the Company may withhold, retain, or require reimbursement of all or any portion of the benefits and severance payments under the Severance Agreement, the STIP, or this Agreement until such claim is withdrawn by Executive.

Liquidated Damages. If, after one hundred twenty (120) days from the Closing Date, the Company has not registered Registrable Securities pursuant to the requirements of Section 2.1 herein, or if the Registration Statement filed pursuant to Section 2.1 herein (and modified pursuant to Section 2.2, if applicable) is not declared effective, or if the Registrable Securities (or such number of them permitted to be registered pursuant to Section 2.2 hereof) are registered pursuant to an effective Registration Statement and such Registration Statement is not effective for a period thereafter in excess of thirty days during any calendar year, the Company shall, for each business day issue exceeding the aforesaid limits on which the Registration Statement is not effective, issue to the Participating Holder(s), as liquidated damages and not as a penalty, two (2) shares of Series C Preferred Stock for any such day, such issuance to be made no later than the tenth business day of the calendar month next succeeding the month in which such day of ineffectiveness occurs.

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.

With respect to Components ordered after the Full Commercial Operation Date and [...​...] after the Seller’s confirmed delivery date (it being understood that such [...​...], Seller agrees to pay to Buyer as liquidated damages an amount as set forth below for the period of time that delivery of the Component is late:

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:

Limitation. It is the intention of [[Organization A:Organization]] and each Secured Party that the amount of the Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and similar Legal Requirement applicable to such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Article VIII or in any other agreement or instrument executed in connection with the payment of any of the Obligations guaranteed hereby, the amount of the Obligations guaranteed by any Guarantor under this Article VIII shall be limited to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other Legal Requirement.

No Consequential Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY CLAIMS AGAINST OR LIABILITY TO THE OTHER PARTY WITH RESPECT TO ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS OR REVENUES) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE FOREGOING LIMITATION SHALL NOT APPLY WITH RESPECT TO INDEMNITY FOR THIRD PARTY CLAIMS AS PROVIDED IN SECTION 8.5

This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

Exercisability Limitation. The aggregate Fair Market Value, determined as of the date the Incentive Warrant is issued, of Common Stock for which Incentive Warrants are exercisable for the first time by any Grantee during any calendar year under the Plan (and/or any other stock option plans of the Company or any Subsidiary) shall not exceed $100,000.

Participant Limitation. The aggregate number of Shares underlying Awards granted under this Plan to any participant in any fiscal year (including but not limited to Awards of Stock Options and SARs), regardless of whether such Awards are thereafter canceled, forfeited or terminated, shall not exceed 100,000 Shares. The foregoing annual limitation is intended to include the grant of all Awards, including but not limited to, Performance Shares and other Awards intended to be “performance-based compensation” as described in Article 9 of this Plan.

Registration Limitation. In no event shall the number of Shares included in a Purchase Notice exceed the number of Common Shares registered in respect of the transactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Purchase Notice, any portion of the number of Shares requested to be purchased that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by [[Organization B:Organization]] or [[Organization A:Organization]], and such Purchase Notice shall be deemed automatically modified to reduce the aggregate amount of Shares requested in such Purchase Notice by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, [[Organization A:Organization]] will promptly notify [[Organization B:Organization]] of such event, including the number of Shares affected by such withdrawal or modification.