2016.05.16 CC Packet - Laserfiche WebLink

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consecutive days or longer, unless such event of Force Majeure expired before the end of the 15 day notice period. 10. Remedies; Limitation of Liability; Waiver. a. Remedies. Subject to the limitations set forth in this Agreement, the Parties each reserve and shall have all rights and remedies available to it at Iaw or in equity with respect to the performance or non-performance of the other Parties hereto under this Agreement. Under no circumstances shall ANCSGI's liability for breach of this Agreement exceed, in any one calendar year, an amount equal to (i) the Allocation percentage times (ii) $15,000; provided, however that such limitation shall not apply to damages arising out of the sale or allocation by ANCSGI to a third party of the Credits allocated and committed to Subscriber hereunder. For example, if the Allocation is 40%, then the limit described in the preceding sentence shall equal 40% x $15,000 or $6,000 total. b. ANCSGI Damages. In the event of Subscriber's breach, repudiation, or termination of this Agreement in violation of the provisions hereof, ANCSGI shall be entitled to recover from Subscriber (subject to ANCSGI's duty to mitigate damages including its duty to try and find a replacement subscriber): (i) the unpaid Monthly Allocation Payments due at the time of termination; and (ii) ANCSGI's actual, reasonable, and verifiable damages resulting from Subscriber's breach. Any post -termination Monthly Allocation Payments that may qualify as damages under this section, will be calculated -based upon the Schedule of Expected Deliveries of CreditsExhibit B, hereto), and the Bill Credit Rate at the time of Subscriber's breach of this Agreement. C. Limitation of Liability. EXCEPT AS EXPRESSLY ALLOWED HEREIN, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY CHARACTER, RESULTING FROM, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY INCIDENT TO ANY ACT OR OMISSION OF A PARTY RELATED TO THE PROVISIONS OF THIS AGREEMENT, IRRESPECTIVE OF WHETHER CLAIMS OR ACTIONS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY AT LAW OR EQUITY. d. Exclusions. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 10, THE LIMITATIONS OF THIS SECTION 10 DO NOT APPLY TO A CLAIM FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; FOR FAILURE TO COMPLY WITH LAWS; FOR INDEMNIFICATION; FOR BREACH OF CONFIDENTIALITY OR FOR INTELLECTUAL PROPERTY INFRINGEMENT. 11. Early Termination. a. Either Party may terminate this Agreement on notice thereof to Subscriber in the event that ANCSGI is unable to obtain financing for the Facility on commercially reasonable terms on or before December 31, 2017. b. If ANCSGI fails to perform under this Agreement due to an event of Force Majeure that lasts more than twelve (12) months or fails to restore the Facility to full C]