Common use of INDEMNITY AND DISCLAIMER Clause in Contracts

INDEMNITY AND DISCLAIMER. 21.1 Licensor hereby agrees to defend, indemnify and hold the Licensee and/or any of its related entities, officers, directors, employees, and/or agents (“Licensee Indemnitees”) harmless against any and all legitimate bona fide claims, demands, causes of action, damages and judgments of any third parties arising solely out of the use of the XXXXX BAHAMA Marks by the Licensee in accordance with this Agreement or material breach of any representation or warranty made by Licensor of this Agreement, provided that the Licensee shall give notice to the Licensor within ten (10) business days after notification of each such claim, demand, cause of action or judgment. With respect to the foregoing indemnity, the Licensor agrees to defend and hold the Licensee harmless including, but not limited to, reasonable attorney’s fees, expert fees and court costs. The Licensor shall have the right to undertake and conduct the defense of any cause of action so brought and handle any such claim or demand with attorneys of its own selection. The provisions of this paragraph and Licensor’s obligations hereunder shall survive the expiration or termination of this Agreement Notwithstanding anything stated in this paragraph, Licensor has no duty to indemnify or otherwise hold harmless the parties provided for herein in the event the claims, demands, causes of action and judgments of any third parties are caused by Licensee’s breach of this Agreement or any negligence on the part of the Licensee and/or any of the Indemnitees as defined in this section. 21.2 Licensee hereby agrees to defend, indemnify and hold the Licensor and/or any of its related entities, officers, directors, employees and/or agents (“Indemnitees”) harmless against any and all claims, demands, causes of action and judgments arising out of Licensee’s manufacture, distribution, shipment, advertising, promotion, offering for sale and/or sale of Licensed Products and/or the promotional and packaging material depicting such XXXXX BAHAMA Marks or relating to any breach by Licensee of this Agreement (or a claimant’s allegation of facts that, if true, would constitute such a breach) provided that the Licensor shall give notice to the Licensee within ten (10) business days after notification of each such claim, demand, cause of action or judgment. With respect to the foregoing indemnity, the Licensee agrees to defend and hold the Licensor harmless at no cost or expense to the Licensor whatsoever, including, but not limited to, reasonable attorney’s fees, expert fees and court costs. The Licensee shall have the right to undertake and conduct the defense of any cause of action so brought and handle any such claim or demand with attorneys of its own selection. The provisions of this section and Licensee’s obligations hereunder shall survive the expiration or termination of this Agreement. 21.3 The expressed warranties, if any, contained in this Agreement are in lieu of all other warranties, guarantees, promises, affirmations or representations, express or implied, which could be deemed applicable to this license and to the Licensed Products manufactured, used or sold hereunder. NO EXPRESSED WARRANTIES AND NO IMPLIED WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, OF THE LICENSED PRODUCTS OTHER THAN THOSE WHICH MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL APPLY. LICENSEE HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS AND LIABILITIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE.

INDEMNITY AND DISCLAIMER. 21.1 Licensor LESSOR shall not be liable for and LESSEE hereby agrees to defenddefend the LESSOR and indemnifies and holds LESSOR harmless from, indemnify and hold the Licensee and/or any of its related entitiesall fines, officerssuits, directorsactions, employeesdamages, and/or agents (“Licensee Indemnitees”) harmless against any and all legitimate bona fide claims, demands, losses and causes of action, damages and judgments of any third parties arising solely out of the action brought by others against LESSOR based on LESSEE's use of the XXXXX BAHAMA Marks Leased Premises or based upon LESSEE's negligence, intentional tort, or omissions arising during the term of this Lease or any personal injury, loss of life, and damage to any property or to any person that occurs on or about the Space or the buildings and improvements of the LESSOR, or the appurtenances thereto, or upon the adjacent sidewalks or streets caused by the Licensee in accordance with this Agreement negligence, misconduct, error or material omission or breach of this Lease by LESSEE, its employees, subtenants, invitees or by any representation other person entering the Space under express or warranty made implied invitation of LESSEE, or arising out of LESSEE'S use of the Space, including any use which may cause the existence of any "Hazardous Waste" as that term may, from time to time, be defined by Licensor the Florida Department of this AgreementEnvironmental Regulation or any subdivision thereof or the laws of the United States. The indemnities herein provided by LESSEE to LESSOR shall include an indemnity against all costs, provided that the Licensee shall give notice to the Licensor within ten (10) business days after notification of each counsel fees, expenses and liabilities incurred in and about any such claim, demandthe investigation thereof, cause of action or judgment. With respect to the foregoing indemnity, the Licensor agrees to defend and hold the Licensee harmless including, but not limited to, reasonable attorney’s fees, expert fees and court costs. The Licensor shall have the right to undertake and conduct the defense of any cause action, or proceeding, brought thereon, and from and against any orders, judgments and decrees, which may be entered therein, which is caused by the acts or neglect of action so brought and handle the LESSEE, its agents employees, subcontractors, or servants. LESSOR shall not be liable or responsible for any such claim loss or demand with attorneys damage to property or death or injury to any person occasioned by theft, fire, act of its own selection. The provisions God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition of this paragraph and Licensor’s obligations hereunder shall survive other governmental body or authority, by other tenants of the expiration building or termination of this Agreement Notwithstanding anything stated in this paragraph, Licensor has no duty to indemnify or otherwise hold harmless the parties provided for herein in the event the claims, demands, causes of action and judgments of any third parties are caused by Licensee’s breach matter beyond the control of this Agreement LESSOR, or for any negligence on the injury or damage or inconvenience which may arise through repair or alteration of any part of the Licensee Leased Premises, or failure to make repairs, or from any cause whatever except LESSOR'S negligence. LESSOR shall have no obligation to make an investigation of any tenant, employee or proprietor thereof, or of any guest or any other person entering the Leased Premises. Notwithstanding the foregoing, LESSEE shall in no event be obligated to indemnify, defend or save or hold LESSOR harmless of, from or against any loss, cost, expense or liability arising (either directly or indirectly) from any intentional tort, grossly negligent act or omission, of LESSOR and/or any of the Indemnitees as defined in this section. 21.2 Licensee hereby agrees to defend, indemnify and hold the Licensor and/or any of its related entities, officers, directorsLESSOR'S agents, employees and/or agents (“Indemnitees”) harmless against any and all claims, demands, causes of action and judgments arising out of Licensee’s manufacture, distribution, shipment, advertising, promotion, offering for sale and/or sale of Licensed Products and/or the promotional and packaging material depicting such XXXXX BAHAMA Marks or relating to any breach by Licensee of this Agreement (or a claimant’s allegation of facts that, if true, would constitute such a breach) provided that the Licensor shall give notice to the Licensee within ten (10) business days after notification of each such claim, demand, cause of action or judgment. With respect to the foregoing indemnity, the Licensee agrees to defend and hold the Licensor harmless at no cost or expense to the Licensor whatsoever, including, but not limited to, reasonable attorney’s fees, expert fees and court costs. The Licensee shall have the right to undertake and conduct the defense of any cause of action so brought and handle any such claim or demand with attorneys of its own selection. The provisions of this section and Licensee’s obligations hereunder shall survive the expiration or termination of this Agreementindependent contractors. 21.3 The expressed warranties, if any, contained in this Agreement are in lieu of all other warranties, guarantees, promises, affirmations or representations, express or implied, which could be deemed applicable to this license and to the Licensed Products manufactured, used or sold hereunder. NO EXPRESSED WARRANTIES AND NO IMPLIED WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, OF THE LICENSED PRODUCTS OTHER THAN THOSE WHICH MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL APPLY. LICENSEE HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS AND LIABILITIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE.

INDEMNITY AND DISCLAIMER. 21.1 21.1. Licensor hereby agrees to defend, indemnify and hold the Licensee and/or any of its related entities, officers, directors, employees, and/or agents (“"Licensee Indemnitees”") harmless against any and all legitimate bona fide claims, demands, causes of action, damages and judgments of any third parties arising solely out of the use of the XXXXX TOMMY BAHAMA Marks by the Licensee in accordance with this Agreement Xxxxxment or material breach of any representation or warranty made by Licensor of this Agreement, provided that the Licensee shall give notice to the Licensor within ten (10) business days after notification of each such claim, demand, cause of action or judgment; provided, however, that any failure to provide such notice shall not affect Licensor's obligation to indemnify Licensee and the Licensee Indemnitees except to the extent that Licensor is prejudiced thereby. With respect to the foregoing indemnity, the Licensor agrees to defend and hold the Licensee and the Licensee Indemnitees harmless from any third party claims at no cost or expense to Licensee whatsoever, including, but not limited to, reasonable attorney’s 's fees, expert fees and court costs. The Licensor shall have the right to undertake and conduct the defense of any cause of action so brought and handle any such claim or demand with attorneys of its own selectionchoosing. The provisions Licensor shall keep Licensee reasonably advised of this paragraph the progress of the matter, including providing Licensee with copies of all pleadings and Licensor’s obligations hereunder shall survive correspondence or protective orders entered in the expiration or termination of this Agreement matter. Notwithstanding anything stated in this paragraph, Licensor has no duty to indemnify or otherwise hold harmless the parties provided for herein Licensee or any of the Licensee Indemnitees in the event the claims, demands, causes of action and judgments of any third parties are caused by Licensee’s 's breach of this Agreement or any use of the TOMMY BAHAMA Marks outside the scope of this Agreement, misxxx xf the TOMMY BAHAMA Marks, or any negligence on the part of the Licensee Lixxxxxe and/or any of the Indemnitees as defined in this sectionLicensee Indemnities. 21.2 21.2. Licensee hereby agrees to defend, indemnify and hold the Licensor and/or any of its related entities, officers, directors, employees and/or agents (“"Licensor Indemnitees”") harmless against any and all claims, demands, causes of action and judgments arising out of Licensee’s 's manufacture, distribution, shipment, advertising, promotion, offering for sale and/or sale of Licensed Products and/or the promotional Promotional and packaging material Packaging Material depicting such XXXXX TOMMY BAHAMA Marks or relating to any material breach by Licensee Lixxxxxe of this Agreement (or a claimant’s allegation of facts that, if true, would constitute such a breachexcluding matters for which indemnification is to be provided by Licensor under Section 21.1) provided that the Licensor shall give notice to the Licensee within ten (10) business days after notification of each such claim, demand, cause of action or judgment; provided, however, that any failure to provide such notice shall not affect Licensee's obligation to indemnify Licensor except to the extent that Licensee is prejudiced thereby. With respect to the foregoing indemnity, the Licensee agrees to defend and hold the Licensor and the Licensor Indemnitees harmless at no cost or expense to the Licensor whatsoever, including, but not limited to, reasonable attorney’s 's fees, expert fees and court costs. The Licensee shall have the right to undertake and conduct the defense of any cause of action so brought and handle any such claim or demand with attorneys of its own selectionchoosing. Nothing in this provision shall limit Licensor's right to have attorneys of its choosing, at Licensor's cost. Licensee shall keep Licensor reasonably advised of the progress of the matter, including providing Licensor with copies of all pleadings and correspondence to the extent allowable under any confidentiality agreement or protective orders entered in the matter. Notwithstanding anything stated in this Section, Licensee has no duty to indemnify or otherwise hold harmless the Licensor or any of the Licensor Indemnitees to the extent the claims, causes of action, damages or judgments are caused by Licensor's breach of this Agreement or any negligence on the part of the Licensor and/or any of the Licensor Indemnitees. 21.3. The provisions of this section Section 21 and Licensee’s the parties' obligations hereunder shall survive the expiration or termination of this Agreement. 21.3 21.4. The expressed warranties, if any, contained in this Agreement are in lieu of all other warranties, guarantees, promises, affirmations or representations, express or implied, which could be deemed applicable to this license and to the Licensed Products manufactured, used or sold hereunder. NO EXPRESSED WARRANTIES AND NO IMPLIED WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, OF THE LICENSED PRODUCTS OTHER THAN THOSE WHICH MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL APPLY. LICENSEE HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS AND LIABILITIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE.

INDEMNITY AND DISCLAIMER. 21.1 Licensor LANDLORD shall not be liable for and TENANT hereby agrees to defend, indemnify and hold the Licensee and/or any of LANDLORD, its related entities, officers, directors, employees, and/or agents (“Licensee Indemnitees”) and employees harmless against from any and all legitimate bona fide fines, suits, actions, damages, claims, demands, liabilities, expenses, losses and causes of actionaction arising out of (i) the use or occupancy of the Leased Premises by TENANT, damages and judgments its agents, contractors or employees or invitees; or (ii) TENANT's performance or nonperformance of any third parties arising solely out term or condition of this Lease; or (iii) the use by TENANT of LANDLORD's roadways and parking areas and utilities; or (iv) the XXXXX BAHAMA Marks violation by the Licensee in accordance with this Agreement or material breach TENANT of any representation ordinance, permit, order, law, regulation, statute, legislation, judgement or warranty made by Licensor of this Agreement, provided that the Licensee shall give notice to the Licensor within ten (10) business days after notification of each such claim, demand, cause of action or judgment. With respect to the foregoing indemnity, the Licensor agrees to defend and hold the Licensee harmless decree including, but not limited to, reasonable attorney’s the requirements of any law or regulation on the environmental condition or hazardous materials on the Premises; or (v) any other use by TENANT of the Premises or any common area or adjacent property, including TENANT's presence, occupancy or use of the Premises prior to the commencement date and after the termination of this Lease. The foregoing indemnification by the TENANT of the LANDLORD shall be applicable regardless of whether the claim is based upon TENANT's negligence, intentional tort, or omissions arising during or after the term of this Lease or with respect to any personal injury, loss of life, and damage to any property or to any person that occurs on or about the Leased Premises, or the appurtenances thereto, or upon the adjacent parking areas, sidewalks or streets caused by the negligence, misconduct, error or omission or breach of this Lease by TENANT, its agents, subtenants, contractors or employees or invitees or by any other person entering the Premises under express or implied invitation of TENANT. This indemnification shall also include any claims based upon the alleged negligence or fault of the LANDLORD. The indemnities herein provided by TENANT to LANDLORD shall include an indemnity against all costs, attorneys fees, expert fees expenses and court costs. The Licensor shall have liabilities incurred in and about any such claim, the right to undertake and conduct investigation thereof, or the defense of any action, or proceeding, brought thereon, and from and against any orders, judgments and decrees, which may be entered therein, which is caused by the acts or neglect of the TENANT, its agents, subtenants, contractors or employees or invitees. LANDLORD shall not be liable or responsible for any loss or damage to property or death or injury to any person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition of other governmental body or authority, or of any matter beyond the control of LANDLORD, or for any injury or damage or inconvenience which may arise through repair or alteration of any part of the Leased Premises, or failure to make repairs, or from water damage to the Premises or its contents, or from any cause whatever. LANDLORD shall not be responsible to TENANT for any damage, loss or injury suffered or incurred by TENANT with respect to or arising out of action so brought and handle any such claim defects in the Premises or demand with attorneys Building; defects in the cooling, heating, electric, plumbing, or other applicable apparatus or systems or water discharge in the Building; theft, mysterious disappearance or loss of any property of TENANT, or water damage to the Leased Premises or its own selectioncontents. The provisions Notwithstanding any contrary provision of this paragraph and Licensor’s obligations hereunder Lease, TENANT shall survive look solely (to the expiration extent insurance coverage is not applicable or termination available) to the interest of this Agreement Notwithstanding anything stated in this paragraph, Licensor has no duty to indemnify or otherwise hold harmless the parties provided for herein LANDLORD in the event Building for the claims, demands, causes of action and judgments satisfaction of any third parties are caused by Licensee’s judgement or the judicial process requiring the payment of money as a result of any negligence or breach of this Agreement Lease by LANDLORD and LANDLORD shall have no personal liability hereunder of any kind. LANDLORD shall have no obligation to make an investigation of any tenant, employee or proprietor thereof, or of any guest or any negligence on other person entering the part of Leased Premises. It is expressly acknowledged by TENANT that this indemnification and the Licensee and/or any of the Indemnitees as defined in this section. 21.2 Licensee hereby agrees to defend, indemnify and hold the Licensor and/or any of its related entities, officers, directors, employees and/or agents (“Indemnitees”) harmless against any and all claims, demands, causes of action and judgments arising out of Licensee’s manufacture, distribution, shipment, advertising, promotion, offering for sale and/or sale of Licensed Products and/or the promotional and packaging material depicting such XXXXX BAHAMA Marks or relating to any breach by Licensee of this Agreement (or a claimant’s allegation of facts that, if true, would constitute such a breach) provided that the Licensor shall give notice to the Licensee within ten (10) business days after notification of each such claim, demand, cause of action or judgment. With respect to the foregoing indemnity, the Licensee agrees to defend and hold the Licensor harmless at no cost or expense to the Licensor whatsoever, including, but not limited to, reasonable attorney’s fees, expert fees and court costs. The Licensee shall have the right to undertake and conduct the defense of any cause of action so brought and handle any such claim or demand with attorneys of its own selection. The provisions of this section and Licensee’s obligations hereunder of the Lease shall survive and continue to be effective beyond the expiration or other termination of this Agreement. 21.3 The expressed warranties, if any, contained in this Agreement are in lieu of all other warranties, guarantees, promises, affirmations or representations, express or implied, which could be deemed applicable to this license Lease and shall inure to the Licensed Products manufacturedbenefit of LANDLORD, used or sold hereunder. NO EXPRESSED WARRANTIES AND NO IMPLIED WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, OF THE LICENSED PRODUCTS OTHER THAN THOSE WHICH MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL APPLY. LICENSEE HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS AND LIABILITIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISEits successors and assigns.

INDEMNITY AND DISCLAIMER. 21.1 18.1 Licensor hereby agrees to defend, indemnify and hold the Licensee Licensee, it Affiliates (including its Sublicensee(s)) and/or any of its their related entities, officers, directors, employees, and/or agents (“Licensee Indemnitees”) harmless against any and all legitimate bona fide claims, demands, causes of action, damages and judgments judgments, solely in each and every case of any third parties parties, to the extent arising solely out of of: (a) the use of the XXXXX BAHAMA Marks EnteraGam Marks, the EnteraGam URL by the Licensee in compliance with all applicable laws and regulations and in accordance with this Agreement; (b) any material breach by Licensor of this Agreement or which results in a material adverse effect on the Licensee Indemnitees, including any breach of any representation or warranty made by Licensor of in this Agreement, which results in a material adverse effect on the Licensee Indemnities; or (c) Licensor’s negligence, recklessness, or willful misconduct, provided that the in each case Licensee shall give notice to the Licensor within ten (10) business days [****] after notification of each such claim, demand, cause of action or judgment and shall not, without the written consent of the Licensor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, demand, cause of action or judgment. Licensee’s failure to provide notice as aforesaid shall not relieve Licensor of its obligation under this Section 18 except to the extent that it can demonstrate that it has been materially prejudiced as a result of the failure. With respect to the foregoing indemnity, the Licensor agrees to defend indemnify and hold the Licensee Indemnitees harmless including, but not limited to, from and against reasonable attorney’s fees, expert fees and court costs. The Licensor shall have the right to undertake and conduct the defense of any claim or cause of action so brought and handle any such claim or demand cause of action with attorneys of its own selectionselection and in such case the indemnified party may participate in (but not control) the defense thereof at its sole cost and expense. The provisions of this paragraph and Licensor’s obligations hereunder shall survive the expiration or termination of this Agreement for a period of [****] after the termination or expiration of this Agreement, except with respect to matters pertaining to regulatory violations, which shall survive until the expiration of all applicable statutes of limitation. Notwithstanding anything stated in this paragraph, Licensor has no duty to indemnify or otherwise hold harmless the parties provided for herein in to the event extent the claims, demands, causes of action and judgments of any third parties are caused by Licensee’s (including any of Licensee’s Affiliates, any and all Sublicensee(s), and/or any of the Licensee Indemnitees’) breach of this Agreement Agreement, violation of applicable laws, or any negligence negligence, recklessness, or willful misconduct on the part of the Licensee and/or any of the Indemnitees as defined in this sectionthem. 21.2 18.2 Licensee hereby agrees to defend, indemnify and hold the Licensor Licensor, its Affiliates, and/or any of its their related entities, officers, directors, attorneys, employees and/or agents (“Licensor Indemnitees”) harmless against from and against any and all legitimate bona fide claims, demands, causes of action and judgments of any third parties to the extent arising out of of: (a) Licensee’s manufacture(and any and all Affiliate(s’)) use, import, export, distribution, shipment, advertising, promotion, offering for sale and/or sale of Licensed Products and/or the promotional and packaging material depicting such XXXXX BAHAMA EnteraGam Marks not provided by Licensor; (b) Licensee’s negligence, recklessness, or relating to willful misconduct; (c) any material breach by Licensee of this Agreement which results in a material adverse effect on the Licensor Indemnitees, including any breach of any representation and warranty of this Agreement which results in a material adverse effect on the Licensor Indemnitees; or (d) any claims or a claimant’s allegation causes of facts thataction arising from or relating to the Licensee Responsibilities, if true, would constitute such a breach) provided that the Licensor shall give notice to the Licensee within ten (10) business days [****] after notification of each such claim, demand, cause of action or judgment and shall not, without the written consent of the Licensor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, demand, cause of action or judgment. Licensor’s failure to provide notice as aforesaid shall not relieve Licensee of its obligation under this Section 18 except to the extent that it can demonstrate that it has been materially prejudiced as a result of the failure. With respect to the foregoing indemnity, the Licensee agrees to defend and hold the Licensor Indemnitees harmless at no cost or expense to the Licensor Indemnitees whatsoever, including, but not limited to, reasonable attorney’s fees, expert fees and court costs. The Licensee shall have the right to undertake and conduct the defense of any cause of action so brought and handle any such claim or demand with attorneys of its own selectionselection and in such case the indemnified party may participate in (but not control) the defense thereof at its sole cost and expense. The provisions of this section and Licensee’s obligations hereunder shall survive for a period of [****] after the expiration or termination of this Agreement, except with respect to matters pertaining to regulatory violations, which shall survive until the expiration of all applicable statutes of limitation. Notwithstanding anything stated in this paragraph, Licensee has no duty to indemnify or otherwise hold harmless the Licensor Indemnitees as provided for herein to the extent the claims, demands, causes of action and judgments of any third parties are caused by Licensor’s (including any of Licensor’s Affiliates, and/or any of the Licensor Indemnitees’) breach of this Agreement, violation of applicable laws, or any negligence, recklessness, or willful misconduct on the part of any of them. 21.3 18.3 The expressed warranties, if any, contained in this Agreement are in lieu of all other warranties, guarantees, promises, affirmations or representations, express or implied, which could be deemed applicable to this license the License and to the Licensed Products manufactured, used or sold hereunder. NO EXPRESSED WARRANTIES AND NO IMPLIED WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, OF THE LICENSED PRODUCTS OTHER THAN THOSE WHICH MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT SHALL APPLY. LICENSEE THE PARTIES HEREBY WAIVES DISCLAIM, AND HEREBY WAIVE, ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS AND LIABILITIES, EXPRESSED OR IMPLIED, ARISING BY LAW OR OTHERWISE.