Common use of LIMITATION OF REMEDIES AND LIABILITY Clause in Contracts

LIMITATION OF REMEDIES AND LIABILITY. 9.1.1 EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 9.1 SHALL LIMIT ANY OF (I) THE THIRD PARTY INDEMNIFICATION OBLIGATIONS OF EITHER PARTY UNDER SECTION 9.2 OF THESE GENERAL TERMS AND CONDITIONS;

LIMITATION OF REMEDIES AND LIABILITY. 9.1.1 EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. (a) THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN ONE OR MORE EXPRESS REMEDY REMEDIES OR MEASURE OF DAMAGES IS HEREIN PROVIDED, SUCH EXPRESS REMEDY REMEDIES OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDYREMEDIES, THE OBLIGOR’S 'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY (WITH THE EXCEPTION OF SPECIFIC PERFORMANCE AND OTHER EQUITABLE RELIEF AND REMEDIES FOR COMMON LAW FRAUD) ARE HEREBY WAIVED. UNLESS EXPRESSLY HEREIN PROVIDEDEXCEPT AS PROVIDED IN SECTION 2.5(c)(ii), NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST REVENUES, LOST PROFITS (INCLUDING LOSS OF SECTION 29 CREDITS) OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 9.1 SHALL NOT LIMIT AN INDEMNIFIED PARTY'S RIGHT TO INDEMNIFICATION FOR ANY OF (I) SUCH DAMAGES THAT THE INDEMNIFIED PARTY IS LEGALLY REQUIRED TO PAY TO A THIRD PARTY INDEMNIFICATION OBLIGATIONS AS A RESULT OF EITHER A CLAIM OR PROCEEDING (OTHER THAN ANY THIRD PARTY UNDER CLAIM ARISING OUT OF ANY LOST OR DISALLOWED SECTION 9.2 29 CREDIT, INCLUDING THE EXISTENCE, AVAILABILITY OR VALIDITY OF THESE GENERAL TERMS AND CONDITIONS;ANY LOST OR DISALLOWED SECTION 29 CREDIT). EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER EXPRESSLY NEGATES ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO CONFORMITY TO MODELS OR SAMPLES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. (b) Without limiting the generality of Section 3.5(a), each Party hereby stipulates that the payment obligations set forth in Sections 2.5(c), 2.5(d), 2.10, and 3.2

LIMITATION OF REMEDIES AND LIABILITY. 9.1.1 EXCEPT AS SET FORTH HEREINNOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, THERE IS IN NO WARRANTY OF MERCHANTABILITY EVENT WILL AVAGO, ITS SUBCONTRACTORS OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL SUPPLIERS BE LIABLE FOR CONSEQUENTIALSPECIAL, INCIDENTAL, PUNITIVEINDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, EXEMPLARY OR INDIRECT DAMAGESLOSS OF DATA, RESTORATION COSTS, LOST PROFITS PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, UNDER TORT, WARRANTY OR ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDEDOTHER LEGAL THEORY, HOWEVER, THAT NOTHING IN THIS SECTION 9.1 SHALL LIMIT ANY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVAGO’S LIABILITY TO CUSTOMER IS LIMITED TO THE LESSER OF (I) THE THIRD PARTY INDEMNIFICATION OBLIGATIONS AMOUNT ACTUALLY PAID BY CUSTOMER TO AVAGO FOR THE PRODUCT OR SOFTWARE THAT IS THE SUBJECT OF EITHER PARTY SUCH DAMAGES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF SUCH DAMAGES, OR (II) US $1,000,000.00. THE LIMITATIONS SET FORTH IN THIS SECTION 11 WILL NOT APPLY TO INFRINGEMENT CLAIMS UNDER SECTION 9.2 OF 10, AND CONFIDENTIALITY CLAIMS UNDER SECTION 12, OR TO DAMAGES FOR BODILY INJURY OR DEATH, OR TO DAMAGES CAUSED BY INTENT OR BASED ON PRODUCT LIABILITY LAW. THE REMEDIES IN THESE GENERAL TERMS ARE CUSTOMER'S SOLE AND CONDITIONS;EXCLUSIVE REMEDIES

LIMITATION OF REMEDIES AND LIABILITY. 9.1.1 EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED a) UNLESS OTHERWISE STATED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY AGREEMENT, IN NO EVENT WILL EITHER PARTY, ITS SUBCONTRACTORS OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL SUPPLIERS BE LIABLE FOR CONSEQUENTIALSPECIAL, INCIDENTAL, PUNITIVEINDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, EXEMPLARY LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR INDIRECT COST OF COVER) ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b) TO THE EXTENT THAT LIMITATION OF LIABILITY IS PERMITTED BY LAW, MANUFACTURER’S LIABILITY TO CUSTOMER IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO MANUFACTURER FOR THE PARTS, PRODUCT OR SOFTWARE THAT IS SUBJECT OF SUCH DAMAGES IN THE TWENTY-FOUR (24) MONTHS PRIOR TO THE ACCRUAL OF SUCH DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED, HOWEVER, EXCEPT THAT NOTHING IN THIS SECTION 9.1 SHALL LIMIT ANY OF (I) THE THIRD PARTY INDEMNIFICATION OBLIGATIONS OF EITHER PARTY MANUFACTURER’S OBLIGATION TO MAKE WARRANTY REFUNDS UNDER SECTION 9.2 OF THESE GENERAL TERMS AND CONDITIONS;7, WARRANTY, IS LIMITED TO THE PRODUCT PURCHASE PRICE. c) The limitations set forth in Section 13(a) will not apply to any claims under Article 12 (Intellectual Property Indemnity) d) The remedies in these this Agreement are Customer’s sole and exclusive remedies and Manufacturer’s sole and exclusive liabilities. The Parties acknowledge that the foregoing limitations are an essential element of the Agreement and in the absence of such limitations the pricing and other terms set forth in this Agreement would be substantially different.