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(a) A breach by Owner of a material term of this Agreement that remains <br /> uncured for fifteen (15) days after Host provided Owner with notice or a breach by <br /> Owner that by its nature may not be cured. <br /> (b) If any representation or warranty of Owner proves at any time to have <br /> been incorrect in any material respect when made. <br /> (c) In the event of an Owner Default, Host may, in addition to any other <br /> remedy available at law or in equity, immediately terminate this Agreement pursuant to <br /> Section 13 above. <br /> 11.2 Host Defaults and Owner Remedies. The occurrence of any of the following <br /> events shall be deemed a"Host Default"for purposes of this Agreement: <br /> (i) Host breaches any material term of this Agreement; or <br /> (ii) Host fails to pay Owner any amount owing to Owner under this <br /> Agreement, including any Power Efficiency Fee, within fifteen (15) days of <br /> receiving written notice from Owner that such undisputed amount is past due. <br /> In the event of a Host Default, Owner may, in addition to any other remedy available at <br /> law or in equity,terminate this Agreement pursuant to Section 1.4(a) above. <br /> 12. LIMITATION OF LIABILITY. <br /> EXCEPT AS OTHERWISE PROVIDED HEREIN, FOR BREACHES OF <br /> CONFIDENTIALITY OBLIGATIONS, FOR VIOLATION OF ANY APPLICABLE <br /> LAW BY OWNER OR ITS SUBCONTRACTORS, AND TO THE EXTENT <br /> ASSERTED BY A THIRD PARTY AS PART OF A CLAIM COVERED BY THE <br /> INDEMNIFICATION OBLIGATIONS OF SECTION 16, NEITHER PARTY SHALL <br /> BE LIABLE TO THE OTHER PARTY OR ITS INDEMNIFIED PERSONS FOR ANY <br /> INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN <br /> CONNECTION WITH THIS AGREEMENT. <br /> EACH PARTY'S TOTAL LIABILITY FOR ANY AND ALL LIABILITY TO THE <br /> OTHER PARTY AND TO SUCH OTHER PARTY'S SUBCONTRACTORS OR <br /> AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES, AGENTS, OFFICERS, <br /> DIRECTORS, SHAREHOLDERS, PARTNERS OR EMPLOYEES (ON AN <br /> AGGREGATE BASIS) ARISING OUT OF OR 1N CONNECTION THIS <br /> AGREEMENT WHETHER IN CONTRACT OR IN TORT (INCLUDING <br /> NEGLIGENCE AND STRICT LIABILITY) SHALL NOT EXCEED ONE MILLION <br /> DOLLARS ($1,000,000.00). <br /> 13. ASSIGNMENT. <br /> 13.1 Except as provided in Sections 14.2 and 14.3 below, this Agreement may not be <br /> assigned in whole or in part by either Party without the prior written consent of the other Party, <br /> ATTY/AGR/2014.021/POWER EFFICIENCY CHARGING SITE <br /> REV:02-24-14 MLG <br /> Page 12 of 21 <br />