Common use of Liabilities and Warranties Clause in Contracts

Liabilities and Warranties. 12.1 Each Party represents and warrants that (i) at the Effective Date, it owns its Background, free and clear of all liens, encumbrances and security interests, and has full rights to grant the rights granted to the other Party under this Agreement (ii) at the Effective Date, no claim for which there has not been prior disclosure to the other Party has been threatened to the best of its knowledge or asserted against such Party which challenges the legality, validity, enforceability, use, ownership or inventorship of the Background made available hereunder by such Party and (iii) at the Effective Date, to such Party’s knowledge there is no unauthorized use, infringement, or misappropriation of the Background by any third party. 12.2 Each Party represents and warrants that neither the execution and delivery of this Agreement nor any other document to be executed thereunder by such Party, nor the performance of its obligations and rights contemplated hereunder will conflict with, result in a breach of, or constitute a default under any other contract to which it is a party (whether or not such contract is entered into before the Effective Date). 12.3 Each Party represents and warrants that it shall not disclose or cause to be disclosed hereunder to another Party, without such other Party’s prior written consent, any Excluded Information. Such prior written consent of Recipient (if any) shall always be subject to its receipt with reasonable advance written notice from Discloser sufficiently detailed, in Recipient’s reasonable view, to assess any and all third party rights and/or obligations applicable to such information, trade secrets or materials. 12.4 Subject to other provisions of Section 12, the Parties make no representation or warranty, express or implied, regarding any information, rights, products or technology they have made available to each other hereunder, or regarding their completeness, merchantability, or fitness for a particular use, and each Party disclaims all implied representations and warranties provided by statute or common law. In addition, any information, technology or products disclosed hereunder between the Parties for the purposes of the IJDP or Additional Development Programs may contain forward-looking statements, estimates and projections that are based on observations of past performance only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond the control of the Party disclosing such information, technology or products. The Party receiving such information, technology or products acknowledges that actual events and results may differ materially from those anticipated, reflected, estimated or projected, including but not limited to in such case that one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. 12.5 As it does not exercise any control or supervision over such matters, neither Party shall be responsible or liable (except if specified otherwise herein) for the performance or non-performance by any other Party in relation to services performed by any such other Party in accordance with Paragraph 7.5. Except if otherwise expressly agreed upon by and between the Parties, any performance or nonperformance under this Agreement by either Party shall not alter the relative responsibilities of the other Party. 12.6 Each Party (“Indemnifying Party”) shall indemnify, defend and hold the other Party harmless from any and all claims, damages and losses incurred by such other Party relating to this Agreement and resulting directly from: (i) the personal injuries of the employees of the Indemnifying Party ; (ii) damage to the property of the Indemnifying Party; (iii) the breach or inaccuracy by the Indemnifying Party of any and all representation or warranty expressly included herein; (iv) the services provided by the Indemnifying Party in accordance with Paragraph 7.5; (v) any act or omission attributable to the willful misconduct of the Indemnifying Party; (vi) [***]. 12.7 Except as expressly specified otherwise in this Agreement, neither Party shall be liable in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against the other Party or any Coskata Affiliates or TPRF Affiliates for consequential, special or indirect damages resulting from or arising out of this Agreement. However, such limitation shall not apply to loss of profit or business interruptions caused by acts or omissions constituting willful misconduct or negligence, if directly related to the use of Confidential Information or any breach of Appendix 8. The maximum liability of either Party for loss of profit or business interruption in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against the other or any of such Party, TPRF Affiliates or Coskata Affiliates shall be [***]. This Subparagraph 12.7 does not limit the remedies expressly provided for in this Agreement including, in the case of willful misconduct, the loss of the right to use within the Field the Confidential Information to which the unauthorized disclosure was directly related.

Liabilities and Warranties. 12.1 Each 14.1 This Agreement sets forth the full extent of each Party's obligations and liabilities in respect of the provision of Capacity and the Co-location. Any condition, warranty or other term concerning the provision of Capacity and Co-location which might otherwise be implied into or incorporated into this Agreement, or any collateral contract, whether by statute, common law or otherwise is hereby excluded. 14.2 Grantor shall not be liable to Purchaser for any loss or damage caused by or arising out of any temporary failure or disruption of the Network or any facilities associated herewith or for any interruption of a Service except as expressly provided in this Agreement. 14.3 Nothing in this Agreement shall exclude or limit either Party's liability for fraud or for death or personal injury. 14.4 In no event shall either Party represents and warrants that (i) at the Effective Datebe liable under this Agreement for any consequential, it owns its Backgroundincidental, free and clear indirect or special loss or damage of all liensany kind, encumbrances and security interestsin each case howsoever arising, and has full rights to grant the rights granted whether arising in tort (including negligence), breach of contract or otherwise. 14.5 Neither Party shall be liable to the other Party under this Agreement (ii) at the Effective Dateor any third party for any claim, no claim for which there has not been prior disclosure to the other Party has been threatened to the best of its knowledge damage or asserted against such Party which challenges the legality, validity, enforceability, use, ownership or inventorship expense by reason of the Background made available hereunder by such Party and (iii) at information or content transmitted over the Effective Date, to such Party’s knowledge there is no unauthorized use, infringement, or misappropriation of the Background by any third party. 12.2 Each Party represents and warrants that neither the execution and delivery of this Agreement nor any other document to be executed thereunder by such Party, nor the performance of its obligations and rights contemplated hereunder will conflict with, result in a breach of, or constitute a default under any other contract to which it is a party (whether or not such contract is entered into before the Effective Date). 12.3 Each Party represents and warrants that it shall not disclose or cause to be disclosed hereunder to another Party, without such other Party’s prior written consent, any Excluded Information. Such prior written consent of Recipient (if any) shall always be subject to its receipt with reasonable advance written notice from Discloser sufficiently detailed, in Recipient’s reasonable view, to assess any and all third party rights and/or obligations applicable to such information, trade secrets or materials. 12.4 Subject to other provisions of Section 12, the Parties make no representation or warranty, express or implied, regarding any information, rights, products or technology they have made available to each other hereunder, or regarding their completeness, merchantability, or fitness for a particular use, and each Party disclaims all implied representations and warranties provided by statute or common law. In addition, any information, technology or products disclosed hereunder between the Parties for the purposes of the IJDP or Additional Development Programs may contain forward-looking statements, estimates and projections that are based on observations of past performance only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond the control of the Party disclosing such information, technology or products. The Party receiving such information, technology or products acknowledges that actual events and results may differ materially from those anticipated, reflected, estimated or projected, including but not limited to in such case that one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. 12.5 As it does not exercise any control or supervision over such matters, neither Party shall be responsible or liable (except if specified otherwise herein) for the performance or non-performance by any other Party in relation to services performed by any such other Party in accordance with Paragraph 7.5. Except if otherwise expressly agreed upon by and between the Parties, any performance or nonperformance under this Agreement Network by either Party shall not alter the relative responsibilities of the other Party. 12.6 Each Party (“Indemnifying Party”) shall indemnify, defend and hold the other Party harmless from any and all claims, damages and losses incurred by such other Party relating to this Agreement and resulting directly from: (i) the personal injuries of the employees of the Indemnifying Party ; (ii) damage to the property of the Indemnifying Party; (iii) the breach or inaccuracy by the Indemnifying Party of any and all representation or warranty expressly included herein; (iv) the services provided by the Indemnifying Party in accordance with Paragraph 7.5; (v) any act or omission attributable to the willful misconduct of the Indemnifying Party; (vi) [***]. 12.7 Except as expressly specified otherwise 14.6 Notwithstanding anything in this Agreement, neither Party shall be liable in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against to the other Party or for any Coskata Affiliates or TPRF Affiliates for consequential, special or indirect damages resulting from or claims arising out of this Agreement. Howevera breach in the privacy or security of communications transmitted over such Party's facilities, unless such limitation shall not apply to loss breach in the privacy or security of profit or business interruptions caused by acts or omissions constituting such communications is a result of the willful misconduct or negligence, if directly related to the use of Confidential Information or any breach of Appendix 8. The maximum liability of either Party for loss of profit or business interruption in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against the other or any of such Party. 14.7 Except for (a) claims arising from death or personal injury (for which no limit applies); (b) claims arising from breach of third party intellectual property rights; (c) unpaid invoices; or (d) credits under any service level agreements, TPRF Affiliates the Parties' cumulative liability for damages under this Agreement, for any cause whatsoever, and regardless of the form of action, whether in tort or Coskata Affiliates contract, shall be [***]. This Subparagraph 12.7 does not limit limited to Euros 7,500,000 per event, or per series of connected events. 14.8 The provisions of this Clause 14 shall continue to apply notwithstanding the remedies expressly provided for termination or expiry of this Agreement. 14.9 Grantor represents and warrants that it shall supply the Capacity described in this Agreement includingSchedule 2, and ensure that the maintenance and restoral are performed, all in accordance with the standards of a reputable service provider in the case of willful misconduct, the loss of the right to use within the Field the Confidential Information to which the unauthorized disclosure was directly relatedtelecommunications industry.

Liabilities and Warranties. 12.1 Each Party The PROVIDER represents and warrants that (ithe COMPOUND(S) at have been collected and/or produced in accordance ilh all applicable laws, regulations and appropriate consents and has the Effective Dateauthority to transfer the COMPOUND(S) uhaer this Agreement. lt is exclusively PROVIDER's responsibility to ensure that the COMPOUND(S) are not the p'foperty of a third party. 11i1 . , it owns its Background, free and clear of all liens, encumbrances and security interests' Wy :-h. The RECIPIENT acknowledges that the COMPOUND(S) are intended for research-use only, and has full rights to grant the rights granted to the are provided "as-is" without warranty of merchantability or fitness for particular purpose or any other Party under this Agreement (ii) at the Effective Datewarranty, no claim for which there has not been prior disclosure to the other Party has been threatened to the best of its knowledge or asserted against such Party which challenges the legality, validity, enforceability, use, ownership or inventorship of the Background made available hereunder by such Party and (iii) at the Effective Date, to such Party’s knowledge there is no unauthorized use, infringement, or misappropriation of the Background by any third party. 12.2 Each Party express o implied. The PROVIDER represents and warrants that neither the execution and delivery use of the COMPOUNDS to its knowledge do not infringe any patent right, copyright, trademark or other proprietary right. However, if the PROVIDER is or b comes aware of any P,otential issue regarding patent rights, copyright, trademark or other proprietary ig t of a t ird P,arty in the provided COMPOUNDS it shall immediately notify the RECIPIENT. Each Party to this Agreement nor any other document to be executed thereunder by such Party, nor the performance of its obligations and rights contemplated hereunder will conflict with, result in a breach of, or constitute a default under any other contract to which it is a party (whether or not such contract is entered into before the Effective Date). 12.3 Each Party represents and warrants that it shall not disclose or cause to be disclosed hereunder to another Party, without such other Party’s prior written consent, any Excluded Information. Such prior written consent of Recipient (if any) shall always be subject to its receipt with reasonable advance written notice from Discloser sufficiently detailed, in Recipient’s reasonable view, to assess any and all third party rights and/or obligations applicable to such information, trade secrets or materials. 12.4 Subject to other provisions of Section 12, the Parties make no representation or warranty, express or implied, regarding any information, rights, products or technology they have made available to each other hereunder, or regarding their completeness, merchantability, or fitness for a particular use, and each Party disclaims all implied representations and warranties provided by statute or common law. In addition, any information, technology or products disclosed hereunder between the Parties for the purposes of the IJDP or Additional Development Programs may contain forward-looking statements, estimates and projections that are based on observations of past performance only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond the control of the Party disclosing such information, technology or products. The Party receiving such information, technology or products acknowledges that actual events and results may differ materially from those anticipated, reflected, estimated or projected, including but not limited to in such case that one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. 12.5 As it does not exercise any control or supervision over such matters, neither Party shall be responsible or liable (except if specified otherwise herein) for the performance or non-performance by any other Party in relation to services performed by any such other Party in accordance with Paragraph 7.5. Except if otherwise expressly agreed upon by and between the Parties, any performance or nonperformance under this Agreement by either Party shall not alter the relative responsibilities of the other Party. 12.6 Each Party (“Indemnifying Party”) shall indemnify, defend and hold promptly inform the other Party harmless from of any thirél pa coming to its a ention, whose rights could be violated, by the use of the COMPOUNDS and all claimsthe research resulls. Both Parties shall, damages and losses incurred by such other Party relating mutual agreement, decide how to proceed taking the third party's rights into consideration. The Parties to this Agreement acknowledge that the racteristics which are unknown, and resulting directly from: (i) which may pose potential hazards and risks in th disposal and overall treatment and possession. The RECIPIENT hereby assumes all li rising from these COMPOUNDS and in no event shall the personal injuries PROVIDER be liable to the E hereof. Jhe RECIPIENT shall not be held liable for ny loss of materi I or solutions of the employees COMPOUNDS resulting from handling 8 1!f?rage of the Indemnifying Party ; (ii) damage to the property of the Indemnifying Party; (iii) the breach or inaccuracy by the Indemnifying Party of any and all representation or warranty expressly included herein; (iv) the services provided by the Indemnifying Party in accordance with Paragraph 7.5; (v) any act or omission attributable to the willful misconduct of the Indemnifying Party; (vi) [***]COMPOUNDS. 12.7 Except as expressly specified otherwise in this Agreement, neither Party shall be liable in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against the other Party or any Coskata Affiliates or TPRF Affiliates for consequential, special or indirect damages resulting from or arising out of this Agreement. However, such limitation shall not apply to loss of profit or business interruptions caused by acts or omissions constituting willful misconduct or negligence, if directly related to the use of Confidential Information or any breach of Appendix 8. The maximum liability of either Party for loss of profit or business interruption in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against the other or any of such Party, TPRF Affiliates or Coskata Affiliates shall be [***]. This Subparagraph 12.7 does not limit the remedies expressly provided for in this Agreement including, in the case of willful misconduct, the loss of the right to use within the Field the Confidential Information to which the unauthorized disclosure was directly related.

Liabilities and Warranties. 12.1 Each Party represents and warrants that (i) at the Effective Date, it owns its Background, free and clear of all liens, encumbrances and security interests, and has full rights to grant the rights granted to the other Party under this Agreement (ii) at the Effective Date, no claim for which there has not been prior disclosure to the other Party has been threatened to the best of its knowledge or asserted against such Party which challenges the legality, validity, enforceability, use, ownership or inventorship of the Background made available hereunder by such Party and (iii) at the Effective Date, to such Party’s knowledge there is no unauthorized use, infringement, or misappropriation of the Background by any third party. 12.2 Each Party represents and warrants that neither the execution and delivery of this Agreement nor any other document to be executed thereunder by such Party, nor the performance of its obligations and rights contemplated hereunder will conflict with, result in a breach of, or constitute a default under any other contract to which it is a party (whether or not such contract is entered into before the Effective Date). 12.3 Each Party represents and warrants that it shall not disclose or cause to be disclosed hereunder to another Party, without such other Party’s prior written consent, any Excluded Information. Such prior written consent of Recipient (if any) shall always be subject to its receipt with reasonable advance written notice from Discloser sufficiently detailed, in Recipient’s reasonable view, to assess any and all third party rights and/or obligations applicable to such information, trade secrets or materials. 12.4 Subject to other provisions of Section 12, the Parties make no representation or warranty, express or implied, regarding any information, rights, products or technology they have made available to each other hereunder, or regarding their completeness, merchantability, or fitness for a particular use, and each Party disclaims all implied representations and warranties provided by statute or common law. In addition, any information, technology or products disclosed hereunder between the Parties for the purposes of the IJDP or Additional Development Programs may contain forward-looking statements, estimates and projections that are based on observations of past performance only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond the control of the Party disclosing such information, technology or products. The Party receiving such information, technology or products acknowledges that actual events and results may differ materially from those anticipated, reflected, estimated or projected, including but not limited to in such case that one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. 12.5 As it does not exercise any control or supervision over such matters, neither Party shall be responsible or liable (except if specified otherwise herein) for the performance or non-performance by any other Party in relation to services performed by any such other Party in accordance with Paragraph 7.5. Except if otherwise expressly agreed upon by and between the Parties, any performance or nonperformance under this Agreement by either Party shall not alter the relative responsibilities of the other Party. 12.6 Each Party (“Indemnifying Party”) shall indemnify, defend and hold the other Party harmless from any and all claims, damages and losses incurred by such other Party relating to this Agreement and resulting directly from: (i) the personal injuries of the employees of the Indemnifying Party ; (ii) damage to the property of the Indemnifying Party; (iii) the breach or inaccuracy by the Indemnifying Party of any and all representation or warranty expressly included herein; (iv) the services provided by the Indemnifying Party in accordance with Paragraph 7.5; (v) any act or omission attributable to the willful misconduct of the Indemnifying Party; (vi) [***]any use or acquisition of the materials owned by the Indemnifying Party and contemplated in Subparagraphs 4.1.2.1.(i) and 4.1.2.2.(iii); (vii) the exercise of the rights by the Indemnifying Party specified in Paragraphs 6.2 and 7.1 related to Foreground, Background and/or Confidential Information that are not consisting of, or are not a part of, an Approved Package; and/or (viii) any use of the PFT by the Indemnifying Party after termination of the Agreement. 12.7 Except as expressly specified otherwise in this Agreement, neither Party shall be liable in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against the other Party or any Coskata Affiliates or TPRF Affiliates for consequential, special or indirect damages resulting from or arising out of this Agreement. However, such limitation shall not apply to loss of profit or business interruptions caused by acts or omissions constituting willful misconduct or negligence, if directly related to the use of Confidential Information or any breach of Appendix 8. The maximum liability of either Party for loss of profit or business interruption in any action (on the basis of breach of contract, breach of warranty or tort, including negligence and strict or absolute liability, breach of statutory duty, or otherwise) initiated by or against the other or any of such Party, TPRF Affiliates or Coskata Affiliates shall be [***] United States dollars (US$[***]). This Subparagraph 12.7 does not limit the remedies expressly provided for in this Agreement including, in the case of willful misconduct, the loss of the right to use within the Field the Confidential Information to which the unauthorized disclosure was directly related. 12.8 Without prejudice to the other provisions of this Section 12, in the event that Coskata or TPRF shall be obligated to respond to a Licensee claim, Coskata and TPRF shall share, in proportion to the license fees the Parties respectively have shared and received, will receive or should receive pursuant to the terms of Paragraph 7.6 and Appendix 5 hereof, any and all damages, liabilities and indemnities resulting from the licensing by Coskata hereunder of an Approved Package in accordance with Approved Licensing Conditions by, or disclosure or conveyance of the same to, a Licensee. Except if decided otherwise by the Steering Committee, any and all such damages, liabilities and indemnities shall at all times be capped in the applicable agreement with the Licensee to a maximum percentage of the royalties fee, which shall be an Approved Licensing Condition and in no event exceed [***] percent ([***]%) of such fees unless otherwise agreed by the Steering Committee. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.