Consequential damages

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8. Consequential Damages. IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE OR RESPONSIBLE TO ANY OTHER PARTY HERETO FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE; OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

10.5. In no event shall WISeKey Semiconductors be liable under any legal theory for any indirect, special, incidental and/or consequential damages. Damages such as but not limited to loss of profits, loss of revenue, loss of savings, loss of goodwill and/or loss of data shall be deemed as indirect and/or consequential damages and shall not give rise to any liability of WISeKey Semiconductors hereunder nor to payment of any compensation by WISeKey Semiconductors, even if WISeKey Semiconductors has been advised of the possibility of such damages. Under no circumstances shall WISeKey Semiconductors’ liability hereunder exceed an amount equal the net amount of the Order of Products or services which gave rise to the liability.

5.5 In no event shall either party be liable under any legal theory for any indirect, special, incidental and/or consequential damages. Damages such as but not limited to loss of profits, loss of revenue, loss of savings, loss of goodwill and/or loss of data shall be deemed as indirect and/or consequential damages and shall not give rise to any liability of a party hereunder nor to payment of any compensation by a partyWisekey, even if the party has been advised of the possibility of such damages. Under no circumstances shall Wisekey’s liability hereunder exceed an amount equal the net amount of the Order of Products or services which gave rise to the liability.

3.Mutual Waiver of Consequential Damages. Except if covered by insurance and except for Confidentiality obligations set forth in no event shall either Party be liable to the other for any indirect, special, incidental, exemplary, punitive or consequential damages (including loss of business, staff time, goodwill, use or other economic advantage), whether based upon breach of contract, breach of warranty, tort (including negligence), whether or not

3.Mutual Waiver of Consequential Damages. Except if covered by insurance and except for Confidentiality obligations set forth in no event shall either Party be liable to the other for any indirect, special, incidental, exemplary, punitive or consequential damages (including loss of business, staff time, goodwill, use or other economic advantage), whether based upon breach of contract, breach of warranty, tort (including negligence), whether or not either Party has previously been advised of the possibility of such damages. This mutual waiver of consequential damages shall not apply to those claims for damages arising from the gross negligence or intentional or willful misconduct of a Party.

(c) In the event Tenant fails to surrender and vacate the Premises and remove therefrom as of the Cancellation Date, Landlord shall be entitled to all of the rights and remedies available to Landlord pursuant to the Lease on account of a default thereunder and to a landlord generally against a tenant holding over after the expiration of the term. Tenant shall be liable to Landlord for all damages resulting from such holding over, including, without limitation, consequential damages. Tenant agrees to indemnify and hold Landlord harmless from and against any costs, losses, damages and expenses suffered or incurred by Landlord as a result of Tenant's holding over or continued occupancy of the Premises beyond the Cancellation Date.

(c) Provided Tenant complies with the terms of this Agreement, Landlord, together with its predecessors, successors, partners, joint venturers, parents, subsidiaries, affiliates, related companies, assigns, and any person or entity acting for or on its behalf, including without limitation its past, present and future principals, representatives, directors, officers, agents, shareholders, employees, attorneys, and their respective heirs, executors, administrators, successors and assigns, for good and valuable consideration recited herein, the sufficiency of which is hereby acknowledged, hereby releases and forever discharges Tenant, and its respective predecessors, successors, parents, subsidiaries, affiliates, related companies, assigns, and any person or entity acting for or on its behalf, including without limitation its past, present and future principals, representatives, directors, officers, agents, shareholders, employees, attorneys, and their respective heirs, executors, administrators, successors and assigns from any and all rights, interests, claims, demands, causes of action, indebtedness, damages, consequential damages, liabilities, and obligations of every kind and nature, in law or in equity, known and unknown, suspected and unsuspected, fixed or contingent, anywhere in the world, arising out of or related to events occurring through the Cancellation Date, including without limitation all matters relating to the Lease and the termination thereof. Landlord represents and warrants that there has been no assignment or other transfer of any interest in any such claims which it may have against Tenant.

(b) Tenant, together with its predecessors, successors, partners, joint venturers, parents, subsidiaries, affiliates, related companies, assigns, and any person or entity acting for or on its behalf, including without limitation its past, present and future principals, representatives, directors, officers, agents, shareholders, employees, attorneys, and their respective heirs, executors, administrators, successors and assigns, for good and valuable consideration recited herein, the sufficiency of which is hereby acknowledged, hereby releases and forever discharges Landlord, its predecessors, successors, parents, subsidiaries, affiliates, related companies, assigns, and any person or entity acting for or on its behalf, including without limitation its past, present and future principals, representatives, directors, officers, agents, shareholders, employees, attorneys, and their respective heirs, executors, administrators, successors and assigns from any and all rights, interests, claims, demands, causes of action, indebtedness, damages, consequential damages, liabilities, and obligations of every kind and nature, in law or in equity, known and unknown, suspected and unsuspected, fixed or contingent, anywhere in the world, arising out of or related to events occurring through the Cancellation Date, including without limitation all matters relating to the Lease and the termination thereof. Tenant represents and warrants that there has been no assignment or other transfer of any interest in any such claims which it may have against Landlord.

All reimbusements, payments or other liabilities of Columbia Tech to Customer (collectively a “Reimbursable Loss”) pursuant to this Agreement resulting from and arising from the same, continuous, related or repeated conditions or incidents will be treated as arising out of one “Reimbursable Event” for purposes of applying the Recall Cost Cap, Consequential Damages Cap and the Indemnification Cap . In no event will any Reimbursable Loss claimed and paid under one “Reimbursable Event” be recoverable under any other Reimbursable Event or recoverable by aggregating caps in multiple years when the Reimbursable Loss would have been limited by a limitation if submitted and paid all within the same year. Regardless of the number of years this Agreement may continue in force, and of the number Products manufactured which may be payable or paid, or of any other circumstances whatsoever, Columbia Tech’s liability for Reimbursable Losses will not be cumulative from year to year or period to period. When Columbia Tech and another Affiliate of Columbia Tech (e.g. Cogmedix, Inc.) both work on Products, the combined liability for the Reimbursable Event shall not exceed the amounts of the Caps if the Reimbursable Event occurred with only one party’s participation.

Limitation of Liability. CSG SHALL NOT BE LIABLE FOR ANY DAMAGES IN ANY ACTION, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE CHECK RECOVERY VENDOR’S PROVISION OF THE CHECK RECOVERY SERVICES HEREUNDER, OR THE CHECK RECOVERY VENDOR’S PERFORMANCE OR FAILURE TO PERFORM ANY CHECK RECOVERY SERVICES HEREUNDER. ALL OTHER TERMS, LIMITATIONS AND OBLIGATIONS RELATED TO THE LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES PROVIDED IN SECTION

A trial to hear a portion of this case in the 16th Circuit Court of Jackson County, Missouri, began on December 2, 2013. In that trial, based on its rulings on written motions, the court disallowed our claims for actual and consequential damages for breach of contract and legal malpractice against the defendants. On December 19, 2013, we reached an agreement with the defendants to settle our claims for breach of fiduciary duty and fraud in return for (i) defendants' paying to us the sum of $500,000 , which will be paid to us in January 2014, and (ii) dismissal of the defendants’ counterclaim of $492,134 and interest on that amount, which will remove this amount from our balance sheet as a liability. In entering into this settlement, the defendants have not admitted liability on any matter related to the claims in the litigation. As part of this settlement, we are now free to appeal the court’s rulings and request from the appellate court authorization to pursue our claims for actual and consequential damages with respect to our claims alleging breach of contract and legal malpractice against the defendants. We expect to receive a ruling from the appellate court on that appeal during the second half of 2014. There can be no assurance of the outcome of the appellate process, including whether the appellate court will allow us to seek actual and consequential damages for breach of contract and legal malpractice and breach of fiduciary duty, as well as what amount of damages, if any, we may recover.

6.5 No Indemnified Party shall seek, or be entitled to, incidental, indirect, punitive, special or consequential damages or damages for lost profits in any claim for indemnification under Sections 6.2 or 6.3, nor shall it accept payment of any award or judgment for such indemnification to the extent that such award or judgment includes such party's incidental, indirect, punitive, special or consequential damages or damages for lost profit. Each party entitled to indemnification pursuant to Sections 6.2 or 6.3 shall take all reasonable steps to mitigate all losses, costs, expenses and damages after becoming aware of any event which could reasonably be expected to give rise to any losses, costs, expenses and damages that are indemnifiable or recoverable hereunder or in connection herewith.

(b) Purchaser’s Default. If there is a breach of any of Purchaser’s covenants contained in this Agreement or if any of Purchaser’s representations or warranties are materially (as defined in Section 6.2(a) below) inaccurate, Seller shall give written notice of same to Purchaser and Purchaser shall have thirty (30) days after receipt of such notice to cure the breach or inaccuracy; provided, however, that in the event such breach or inaccuracy cannot be reasonably cured within said thirty (30) day period, Purchaser shall not be deemed in default so long as Purchaser commences such cure within said thirty (30) day period and diligently pursues the cure thereafter. If Purchaser shall not cure such breach or inaccuracy within such thirty day (30) period (as same may be extended as described in this Section 6.1(b)), Seller shall have the right to exercise all rights and remedies at law and in equity; however, Seller shall not seek, or be entitled to, incidental, indirect, punitive, special or consequential damages or damages for lost profits.

(f) No party shall seek, or be entitled to, incidental, indirect, punitive, special or consequential damages, or damages for lost profits, of any nature whatsoever, in any claim for indemnification under this Section 4.1.2, nor shall it accept payment of any award or judgment for such indemnification to the extent that such award or judgment includes such party's incidental, indirect, punitive, special or consequential damages, or damages for lost profits.

(a) Seller’s Default. If there is a breach of any of Seller’s covenants contained in this Agreement or if any of Seller’s representations or warranties are materially (as defined in Section 6.2(a) below) inaccurate, Purchaser shall give written notice of same to Seller within the Warranty Survival Period and Seller shall have thirty (30) days after receipt of such notice to cure the breach or inaccuracy; provided, however, that in the event such breach or inaccuracy cannot be reasonably cured within said thirty (30) day period, Seller shall not be deemed in default so long as Seller commences such cure within said thirty (30) day period and diligently pursues the cure thereafter. If Seller shall not cure such breach or inaccuracy within such thirty day (30) period (as same may be extended as described in this Section 6.1(a)), Purchaser shall have the right to exercise all rights and remedies at law and in equity; however, Purchaser shall not seek, or be entitled to, incidental, indirect, punitive, special or consequential damages or damages for lost profits.

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