ARTICLE 11
LIMITATIONS OF LIABILITY
Section 11.1 - Limitations Of Liability.
(a) Consequential Damages. Notwithstanding any provision in this Agreement to
the contrary, Operator and Owner each agree not to assert against the other any claim,
demand or suit for consequential, incidental, indirect or special damages arising from any
aspect of the performance or nonperformance of the other party or any third-party
engaged by such other party under this Agreement, and each party hereto waives any
such claim, demand or suit against the other in connection with this Agreement.
(b) Personal Liability Limited. Operator and Owner each understand and agree
that there shall be absolutely no personal liability on the part of any of the members,
partners, officers, employees, directors, agents, or authorized representatives of Owner or
Operator for the payment of any amounts due hereunder, or performance of any
obligations hereunder. Operator shall look solely to the assets of Owner for the
satisfaction of each and every remedy of Operator in the event of any breach by Owner.
Owner shall look solely to the assets of Operator for the satisfaction of each and every
remedy of Owner in the event of any breach by Operator.
(c) Survival. The parties further agree that the waivers and disclaimers of liability,
indemnities, releases from liability, and limitations on liability expressed in this
Agreement shall survive termination or expiration of this Agreement, and shall apply at
all times (unless otherwise expressly indicated), regardless of fault, negligence, strict
liability, or breach of warranty of the party indemnified, released or whose liabilities are
limited, and shall extend to the members, partners, principals, officers, employees,
controlling persons, executives, directors, agents, authorized representatives, and
affiliates of such party.
(d) Exclusivity. The provisions of this Agreement constitute Operator's and
Owner's exclusive liability, respectively, to each other, and Operator's and Owner's
exclusive remedy, respectively, with respect to the Services to be performed hereunder
and Owner hereby releases Operator performing Services hereunder, and Operator hereby
releases Owner performing its obligations hereunder, from any further liability.
ARTICLE 12
TITLE, DOCUMENTS AND DATA
Section 12.1 - Materials And Equipment. Title to all materials, equipment, tools,
supplies, consumables, spare parts and other items purchased or obtained by Operator on
a Reimbursable Cost basis hereunder shall pass immediately to and vest in Owner upon
the passage of title from the vendor or supplier thereof, provided, however, that such
transfer of title shall in no way affect Operator's obligations as set forth in this
Agreement.
Section 12.2 - Documents. All materials and documents prepared or developed by
Operator, its employees, representatives or contractors in connection with the Project or
performance of the Services, including all manuals, data, drawings, plans, specifications,
reports and accounts, shall become Owner's property when prepared, and Operator, its
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