Extract to table

1 of the MCA, titled "Limitation of Liability — Waiver of Consequential Damages," provides, in relevant part, as follows: Neither party shall be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to this Agreement or any Work Order issued hereunder, including but not limited to lost profits, loss of revenue, loss of use, loss of opportunity, loss of goodwill, diminution in value, and cost of replacement power or facilities, whether arising under any theory of contract, tort (including negligence and strict liability), statute, or otherwise, and regardless of whether such party has been advised of the possibility of such damages; provided, however, that the foregoing limitation shall not apply to (i) damages arising from a party's willful misconduct, (ii) a party's intellectual property indemnification obligations under Section 19

The $41,976,000 lost-profits claim must be carefully distinguished from the $50,424,000 termination fee component of Count I

2d 293, 304 (1983) (holding that the implied covenant "embraces a pledge that neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract")

Excess completion costs are a standard measure of direct damages in construction-termination cases: they represent the "cost of cover" — the additional amount the non-breaching party must pay to obtain the performance it was promised

Count I — Breach of Contract (Wrongful Termination): $92,400,000 Count I combines two distinct damages components that must be analyzed separately under the § 20