Common use of EXCEPT AS Clause in Contracts

EXCEPT AS. EXPRESSLY SET FORTH HEREIN, LICENSOR, AND ANY RELATED ENTITIES INCLUDING LICENSOR’S DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ISSUED OR PENDING PATENT CLAIMS, IN THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT THE PRACTICE BY LICENSEE OF THE LICENSES GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT OR TRADEMARK RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.

EXCEPT AS. EXPRESSLY SET FORTH HEREIN, LICENSOR, AND ANY RELATED ENTITIES INCLUDING LICENSOR’S DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ISSUED OR PENDING PATENT CLAIMS, IN THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT THE PRACTICE BY LICENSEE OF THE LICENSES GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT OR TRADEMARK RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL LICENSORAGREEMENT, UHN (WHICH INCLUDES ITS DIRECTORS, OFFICERS, EMPLOYEES, STAFF MEMBERS, STUDENTS, RESEARCH TRAINEES AND AGENTS) MAKES NO CONDITIONS, REPRESENTATIONS, WARRANTIES, UNDERTAKINGS, PROMISES, INDUCEMENTS OR AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AGREEMENTS OF ANY KIND, INCLUDING ECONOMIC DAMAGE WHETHER DIRECT, INDIRECT, COLLATERAL, EXPRESS OR INJURY TO PROPERTY OR LOST PROFITSIMPLIED, REGARDLESS OF WHETHER LICENSOR SHALL BE ADVISEDAS TO: a. ANY MATTER WHATSOEVER, SHALL HAVE OTHER REASON TO KNOWINCLUDING, WITHOUT LIMITATION, THE CONDITION, ORIGINALITY, OR IN FACT SHALL KNOW ACCURACY OF DATA, RESULTS, CONCLUSIONS AND PRODUCTS ARISING THEREFROM, AND ANY OTHER DELIVERABLE OR MATTER ARISING FROM THE PROVISION OF THE POSSIBILITYSERVICES, WHETHER TANGIBLE OR INTANGIBLE, AND ANY INTELLECTUAL PROPERTY ASSOCIATED THEREWITH, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER OR AS A RESULT OF THIS AGREEMENT, AND b. THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF SAID DATA, RESULTS, CONCLUSIONS AND PRODUCTS ARISING THEREFROM, AND ANY OTHER DELIVERABLE OR MATTER ARISING FROM THE PROVISION OF THE SERVICES, AND ANY INTELLECTUAL PROPERTY ASSOCIATED THEREWITH, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES IN RESPECT OF INTELLECTUAL PROPERTY ASSOCIATED WITH THE PROVISION OF ANY SERVICES OR IN RESPECT OF ANY DELIVERABLE OR OTHER MATTER ARISING FROM THE PROVISION OF THE SERVICES.

EXCEPT AS. EXPRESSLY SET FORTH HEREINREPRESENTED OTHERWISE IN THIS ARTICLE 3 OR IN THE CERTIFICATE OF EACH SELLERS TO BE DELIVERED AT CLOSING PURSUANT TO SECTION 7.2(F), LICENSORSELLERS MAKE NO, AND HEREBY EXPRESSLY DISCLAIM, ANY RELATED ENTITIES INCLUDING LICENSOR’S DIRECTORSREPRESENTATION OR WARRANTY, OFFICERSEXPRESS, IMPLIED, OR STATUTORY AS TO (I) TITLE TO ANY OF THE ASSETS OF THE BUSINESS; (II) THE CONTENTS, CHARACTER, OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORT, STUDY, PRESENTATION OR SUMMARY, ABSTRACT, OR DERIVATIVE WORK BASED ON, OR RELATING TO, THE COMPANY, THE SUBSIDIARIES, OR THE BUSINESS, (III) FUTURE COSTS OR REVENUES RELATING TO, OR ARISING FROM, THE OWNERSHIP OF THE SHARES, THE COMPANY, THE SUBSIDIARIES, OR THE BUSINESS; (IV) THE EXISTENCE OF ANY PROSPECT, EXPANSION, OR OPPORTUNITIES WITH RESPECT TO THE BUSINESS, THE COMPANY, THE SUBSIDIARIES, OR THE SHARES; (V) ANY ESTIMATES OF THE VALUE OF SHARES, BUSINESS, SUBSIDIARIES, OR THE COMPANY, OR THE ASSETS THEREOF OR FUTURE REVENUES TO BE GENERATED, OR COSTS INCURRED, BY ANY OF THE FOREGOING; (VI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY ASSETS OWNED OR LEASED BY THE COMPANY OR THE SUBSIDIARIES, OR OTHERWISE INCLUDED IN THE BUSINESS; (VII) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT; (VIII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO AND AFFILIATES MAKE NO REPRESENTATIONS (IX) COMPLIANCE WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS), AND EXTEND NO WARRANTIES OF FURTHER DISCLAIMS ANY KINDREPRESENTATION OR WARRANTY, EITHER EXPRESSED OR EXPRESS, IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR STATUTORY, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR CONFORMITY TO MODELS OR SAMPLES OF ISSUED OR PENDING PATENT CLAIMS, IN THE ABSENCE MATERIALS OF LATENT ANY EQUIPMENT OR OTHER DEFECTSASSETS, WHETHER OR NOT DISCOVERABLE. NOTHING IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED ARTICLE 3, THE SHARES, THE COMPANY, THE SUBSIDIARIES, AND ALL ASSETS THEREOF OR THAT OTHERWISE RELATE TO THE BUSINESS, ARE BEING TRANSFERRED “AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT THE PRACTICE BY LICENSEE OF THE LICENSES GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT OR TRADEMARK RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL LICENSORIS, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITYWHERE IS”.

EXCEPT AS. EXPRESSLY SET FORTH HEREINPROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH LICENSOR, AND ANY RELATED ENTITIES INCLUDING LICENSOR’S DIRECTORSITS AFFILIATES, OFFICERSAGENTS, EMPLOYEES, AND AFFILIATES MAKE THE INVENTORS HAVE MADE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KINDOR WARRANTIES, EITHER EXPRESSED EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO TO, WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ISSUED OR PENDING PATENT CLAIMS, IN THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN ANY CONDITIONS, WARRANTIES OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE HEREBY EXCLUDED FROM THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN TO THE FULLEST EXTENT PERMITTED BY LICENSOR THAT THE PRACTICE BY LICENSEE OF THE LICENSES GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT OR TRADEMARK RIGHTS OF ANY THIRD PARTYLAW. IN NO EVENT SHALL ANY LICENSOR, ITS DIRECTORSAFFILIATES, OFFICERSAGENTS, EMPLOYEES, OR AFFILIATES AND THE INVENTORS BE LIABLE HELD RESPONSIBLE FOR INCIDENTAL ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF ANY KINDPROFIT (WHETHER DIRECT OR INDIRECT) OR LOSS OF REVENUE, INCLUDING ECONOMIC DAMAGE BUSINESS OPPORTUNITY OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS GOODWILL ARISING OUT OF WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW CONNECTION WITH THE EXERCISE OF THE POSSIBILITYRIGHTS GRANTED TO LICENSEE UNDER THIS AGREEMENT, EVEN IF ANY LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS. EXPRESSLY AND SPECIFICALLY SET FORTH HEREININ THIS AGREEMENT OR IN ANY DOCUMENT WHICH IS BOTH EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT CLOSING, LICENSOR, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY RELATED ENTITIES INCLUDING LICENSOR’S DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO TIME MADE ANY REPRESENTATIONS AND EXTEND NO OR WARRANTIES OF ANY KINDKIND OR CHARACTER, EITHER EXPRESSED OR IMPLIED, INCLUDING ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES AS TO WARRANTIES OF HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY TITLE (OTHER THAN ANY SELLER’S SPECIAL WARRANTY(IES) OF ISSUED OR PENDING PATENT CLAIMSWITH RESPECT TO TITLE, IF ANY, TO BE SET FORTH IN THE ABSENCE OF DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, DEFECTS), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH LAWS (INCLUDING, WITHOUT LIMITATION, THE ABSENCE OR PRESENCE OF HAZARDOUS MATERIALS OR COMPLIANCE WITH ENVIRONMENTAL LAWS), THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY INFORMATION, DOCUMENTS OR ANY OTHER DEFECTSITEM PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, WHETHER OR NOT DISCOVERABLEANY OTHER MATTER OR THING REGARDING THE PROPERTY OR OTHERWISE. NOTHING PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT EXPRESSLY AND SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT AND ANY DOCUMENT WHICH IS BOTH EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT CLOSING, (I) SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES AND (II), UPON CLOSING, SELLER SHALL BE CONSTRUED SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS A REPRESENTATION IS, WHERE IS, WITH ALL FAULTS.” PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR WARRANTY GIVEN FURNISHED BY LICENSOR THAT SELLER, ASSET MANAGER, PROPERTY MANAGER, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER (INCLUDING, WITHOUT LIMITATION, BROKER AS IDENTIFIED IN SUBSECTION 1.1.10 ABOVE), TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT WHICH IS BOTH EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT CLOSING. BY FAILING TO TERMINATE THIS AGREEMENT PRIOR TO THE PRACTICE BY LICENSEE EXPIRATION OF THE LICENSES GRANTED HEREUNDER SHALL DUE DILIGENCE PERIOD, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS AFFORDED PURCHASER A FULL OPPORTUNITY TO CONDUCT SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT INFRINGE LIMITED TO, THE PATENT PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMED NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR TRADEMARK RIGHTS NON-EXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS MATERIALS ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES, INDEMNITIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY THIRD PARTYDOCUMENT WHICH IS BOTH EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT THE CLOSING. EXCEPT TO THE EXTENT OF THE COVENANTS, INDEMNITIES, REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN NO EVENT SHALL LICENSORTHIS AGREEMENT OR IN ANY DOCUMENT WHICH IS BOTH EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT CLOSING, PURCHASER, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, SELLER, SELLER’S PREDECESSORS, SELLER’S AFFILIATES, SELLER’S INVESTMENT MANAGER, SELLER’S ASSET MANAGER, SELLER’S PROPERTY MANAGER, THE PARTNERS, TRUSTEES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THEM, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS, FROM ANY AND ALL DEMANDS, CLAIMS, LEGAL OR AFFILIATES ADMINISTRATIVE PROCEEDINGS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, LIENS, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS), WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT REVEALED BY PURCHASER’S INVESTIGATIONS, WHICH MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PHYSICAL CONDITION OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. SECTIONS 9601 ET SEQ.), THE RESOURCES CONSERVATION AND RECOVERY ACT OF 1976 (42 U.S.C. SECTION 6901 ET SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTION 466 ET SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. SECTIONS 1401-1450), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTION 1801 ET SEQ.), THE TOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTIONS 2601-2629), AND ANY OTHER ENVIRONMENTAL LAW. (Initials) INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY CLOSING DOCUMENT). SELLER SHALL NOT BE LIABLE FOR INCIDENTAL ANY FAILURE OF OR CONSEQUENTIAL DAMAGES BY PURCHASER TO INVESTIGATE THE PROPERTY AND SELLER SHALL NOT BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY SELLER, ITS OFFICERS, DIRECTORS OR EMPLOYEES OR BY ANY AGENT, REPRESENTATIVE, AFFILIATE OR OTHER PERSON OR ENTITY ACTING ON SELLER’S BEHALF. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS AGREEMENT ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY.APPLICABLE LAWS. (Initials)

EXCEPT AS. EXPRESSLY SET FORTH PROVIDED HEREIN, LICENSOR, THE PARTIES ----------------------- PROVIDE ALL SERVICES HEREUNDER "AS IS" AND ANY RELATED ENTITIES INCLUDING LICENSOR’S DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, VALIDITY COURSE OF ISSUED DEALING OR PENDING PATENT CLAIMSCOURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NEITHER PARTY WARRANTS THAT THEIR RESPECTIVE SERVICES WELL BE FREE FROM BUGS, DEFECTS OR ERRORS, OR THAT THE ABSENCE SERVICES HEREUNDER WELL BE ACCESSIBLE WITHOUT INTERRUPTION. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED OF LATENT THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR OTHER DEFECTSANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 4 OF THE BODY OF TIES AGREEMENT, WHETHER OR NOT DISCOVERABLE. NOTHING IN NEITHER PARTY'S LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS TO BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT THE PRACTICE BY LICENSEE OF THE LICENSES GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT OR TRADEMARK RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITYPAID HEREUNDER.